Occupation Earth
by RenkonNairu
Summary: -Post Omniverse- Some time ago, Vilgax allied with a number of Ben's other enemies and concurred Earth. Now his friend are continuing the fight. But in ten years, loyalties have shifted and friendships have changed. (Gwevin)
1. Episode I

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode I**

The syringe was withdrawn from Devlin's arm and Leah dabbed at the puncture site with an alcohol swab. Satisfied that the area was sterile and there was no danger of infection to her grandson, she passed the blood sample to Cooper.

"Thanks." Nodded the technopath. "Hopefully this will be the last time we have to use Devlin like this. I just wish we had a different source of alien DNA so that we didn't have to keep harvesting it from Kevin's son."

"I don't mind." The eleven-year-old Osmosian assured them. "I wanna help. I wanna make a new Omnitrix and save Earth."

Leah and Cooper exchanged a look. Normal eleven-year-olds wanted to watch TV, or play video games. But all Devlin -and Kenny as well- wanted to do was fight the armies of Chimera Sui Generis that occupied the planet, rescue Ben, overthrow Vilgax, and save the world. Of course, this was also what all the adults that had a hand in raising them wanted to do as well, so maybe it wasn't all that strange considering. But Leah, at least, couldn't help a pang of sadness at this thought. Children should be carefree at Devlin's age. They should not have the weight of the world thrust upon them. Maybe if Kevin had survived, or Gwen hadn't… been lost to them…

But she pushed those thoughts out of her mind and forced a pleasant smile on her face. "Why don't you go play with Kenny."

"Okay." The boy rolled his sleeve back down and hopped off the examination table. He was out the room before the door had even opened all the way.

Kai came in almost as soon as the boy went out. Now that someone else could keep her son occupied for her, she could leave the boys to their devices and focus on helping Cooper recreate the Omnitrix.

It was a pipe-dream plan. And they all knew it. Kai, Cooper, Leah, Julie, and all their other friends and allies. It took Azmuth several centuries to construct the original Omnitrix, and he was a genius even by Galvan standards, had all the resources of Galvan Prime to back him up, and didn't have to settle for the diluted DNA samples of hybrids or Osmosian mutants. All they had access to were the gene samples offered by Helen, Manny, and Alan which were not all that pure, and then the remaining seven out of Ben's original ten were synthesized from Devlin -since his mutant form was an amalgamation of said original ten. (A cute little genetic quark he'd inherited from Kevin.) But the samples taken from Devlin were even less pure than those from Helen, Manny, or Alan.

All and all, the chances of them successfully creating the Omnitrix were slim to none.

Yet they still tried.

Because they couldn't over throw Vilgax without a plan. Because they didn't have a chance of fighting the hordes of Chimera Sui Generis soldiers that subjugated their planet without an edge. Because they couldn't rescue Ben without it. Because… because it gave them hope. Small and fleeting, and maybe just possibly a false hope. But it was all they had. It was either this, or give up, accept their fate, and die.

Not a one of them was in the habit of giving up. So they continued to work on reconstructing an Omnitrix.

"Who's gonna wear it when we're done?" Leah asked, trying to stay optimistic and keep the others that way. Being Kevin's mother, she'd learned to be optimistic in almost any situation, it was her special talent.

Cooper gave a snort of amusement. "Kenny will demand to, no doubt."

"I'll wear it." Kai asserted. She wasn't gonna let her baby anywhere near the real fighting -no matter how much he wanted to, possibly wanted it even more than Devlin did.

…

Kenny and Zed were waiting for Devlin outside. The Anubian Baskurr sniffed the sleeve of his arm they'd taken the sample from and gave a snort-sneez of distaste at the scent of powerful antiseptic. The younger boy ignored the alien dog and grabbed his Osmosian friend the moment he was free and dragged him by the hand across the dirt road and away from the Los Solidad medical cabin. Zed following after them.

Since the initial invasion and horribly crippling defeat in that first decisive battle, those that were left spent the following decade hopping from base to base trying to avoid extermination by Vilgax's death squads, or capture by his Earth-born allies. Last month they had been in an old and abandoned section of Undertown -at least until Darkstar's Red Witch found them. This month they were squatting in Los Solidad, but none of them planned to stay for very long. It was to well known, to open, impossible to hide their activity, and difficult to defend. Los Solidad was just a stop-gap until Rook or Argit could find them a new base.

Kenny dragged Devlin to the armory where Helen and Manny were checking their equipment for a mission.

"What's the plan?" Kenny asked, as if he were members of the strike team.

Helen looked up from sorting explosive triggers and offered the boys a patient smile. She reached down and scratched Zed under the chin when she said, "The plan right now is keeping you two clear of the work."

"One side!" Manny called as he carried a large heavy-looking crate over to his partner. The boy's and dog jumped to one side quickly, just before Manny set the big crate down where they had just been standing. "What are you to doing here anyway?"

"We're going on the mission." Kenny announced.

Helen and Manny exchanged a look. "No, you're not."

"You're mother would kill us if we let you come on a raid." Manny shook his head. Kai lost her husband on the same night her son was born. She sometimes went a little out of her way to keep Kenny as far away from the fighting as possible. She didn't want him to be captured same as his father had been -or worse, _killed_.

"What about me?" Devlin suggested. "I haven't got a mother to be mad a you."

"No." Helen agreed. "Your grandmother is just our medic -the person we trust to patch us up when we're at our most vulnerable. I'd wanna piss her off even less."

Both boys looked disappointed. They wanted to fight the good fight just as much as the adults around them did. But because they were children they were forbidden. That just wasn't fair! Their dads were their same ages when they first got involved in fighting aliens and protecting the world against evil. But because of how their dads ended up, Ben captured and Kevin dead, no one was gonna let them anywhere near enemy action -not unless all the adults were already gone and there was no one left to shelter Kenny and Devlin from Vilgax's malice.

"Clear out, you three." Julie came up on Helen's other side, carrying Ship in her arms. "There's work to be done and we can't have you under foot."

"But-" The protest was half way out of Devlin's mouth before Kenny placing a hand on his friend's shoulder, silencing him.

"You're right." Kenny agreed -a little too easily. "I'll get plenty of Hero Time once Cooper finishes making my Omnitrix for me."

His hand still on Devlin's shoulder, Kenny pulled the older boy out of the armory, Zed following them out. They rounded a corner and sat down in the dirt behind a crumbling cement wall where thy couldn't be heard.

"You gave in really easily back there." Devlin told him.

"I didn't 'give in'." Kenny assured him. "It was a 'tactical retreat'. We're going on that raid, Dev. They just don't know that we're going with them."

They settled into wait.

Zed curled up between them, her head resting on Devlin's thigh. For as long as the boy could remember, the Anubian Baskurr had been his with him. His own personal companion and protector. Kenny scratched her behind the ears while Devlin reached under his shirt and withdrew a locket.

Gold and heart-shaped. He wore it on a leather cord because its original chain was long gone -Devlin actually couldn't remember it ever having a chain. But he had always had the locket. It was the only keepsake he had from his parents. From when his father was still alive and his mother was… still one of them. He flicked it open to study the picture inside.

A man and a woman embracing tenderly. The man with his same dark hair, high cheekbones and square chin. The woman with his emerald green eyes. They were young in the photo. Probably ten years or so before he was born -still in their teens. They looked happy. It was hard to believe that smiling young woman with the gentle emerald eyes was the same woman as the Red Witch. Darkstar's concubine and Vilgax's most ruthless enforcer. Devlin couldn't even begin to imagine what could have happened to turn his mother so… _evil._

"Why do you always stare at that?" Kenny asked. "You know it makes you sad."

"I wanna remember what he looked like." Devlin informed the younger boy.

"T'ch, well that's easy. He looked like you." Kenny scoffed with a shrug. As if this fact should have been obvious.

They waited until after Helen, Manny, and Julie were finished loading the car.

A dark blue muscle car that had been with their group for as long as the boy's could remember. On the outside it looked like a modified GTO Judge with a dark-blue finish and single off-center racing stripe, numbered 11. But on the inside, it was outfitted with all sorts of crazy Plumbers tech, everything from impact resistance, to heavy artillery. The thing was practically a tank -a sporty tank, but still a tank.

Also, it was everything proof.

Devlin wanted that car. He promised himself that, as soon as he was tall enough to reach the pedal and see over the wheel on his own, he would make it his.

Kenny waited until the car was just pulling off the base before he turned to Devlin. "Dude, transform and go invisible. We're gonna follow them."

"But we don't know how far they're going." Devlin protested. "I've never flown very long, and-"

"Do you wanna fight Vilgax or not!?" Kenny stamped his foot on the ground in impatience. "C'mon, Dev. Don't you wanna rescue my dad, or avenge your dad? We'll never do that if we just stay at the base where its safe like good little boys. Lets follow them on the raid and kick some squid-faced alien butt!"

"I wanna kick squid-face butt." Devlin admitted.

With a sigh, the older boy stood, taking off his jacket. The Osmosian took a few deep breaths, getting his body under control. Then he transformed. Chest expanding, spine elongating into a tail, wings sprouting from his back, extra arms bursting from his sides, eyes changing shape and number. When Devlin was done he was utterly unrecognizable as the boy he actually was. Instead, he looked like a monster straight out of a xenophobe's worst nightmare. A conglomeration of ten different aliens -the original ten from the first Omnitrix.

Devlin heaved a second sigh, stretching his extra arms and wings. He was always so stiff the first few moments after transforming. He had to work some circulation into limbs and muscles that were almost never used. When he was done, Kenny and Zed both practically jumped into his arms.

"Whoa!"

"Alright. Let's fly!" Kenny commanded. "C'mon. They've already got a head start! Oh! And don't forget to use Ghostfeak's ability and turn us invisible."

Devlin rolled all three of his eyes, but took to the air anyway. They were actually going on a raid. For real this time. They were gonna kick some squid-face butt!

…

"I don't see why we can't just fly there in Ship." Manny commented from the backseat of what had once been Kevin's car -may he rest in peace.

"You mean aside from the fact that a bright neon-green flying combat jet isn't exactly the most stealthy vehicle in the world?" Julie asked from the driver's seat. "Ship also needs to conserve his strength for the unwanted yet ultimately inevitable fight to get back out of the factory."

"Ship, ship!" Agreed the little Galvanic Mechamorph from the other seat in the back. He looked to Manny, expecting pets, but was -disappointingly- ignored.

"Why do they call it a factory, anyway?" Helen asked. "I mean, you can't manufacture Taydenite. Its a naturally occurring mineral. You mine for it and it's either there or it isn't."

"I guess we'll figure that out in a few minutes." Julie decelerated and parked behind an empty shipping container. "We're here."

They filed out of the car, making sure to leave the doors unlocked for a quicker get-away. Helen did one more check of their equipment The mission was simple. But then again, all missions sounded simple in the briefing room.

Ten years ago, the Detrovite criminal, Vulkanus, allied himself with Vilgax. Providing the precious Taydenite that fueled the Chimera Sui Generis warships. Their carriers, battleships, and in-atmo fighters -all running off of Taydenite crystal power, provided by Vulkanus. In exchange for his role in the take-over of Earth, the Detrovite was given a portion of land on Earth as his own, permanent employment from the Vilgaxian government, and the title of _Rall'ya_ -a rank of Vilgaxian nobility.

Those last two details didn't really concern them or their rag-tag group of insurgents and freedom fighters. What did concern them was what Vulkanus did with his land after it was given to him. He set up a factory to increase Taydenite production. This struck everyone as odd for two reasons. One, being that Taydenite couldn't be manufactured. Either it was there or it wasn't. You had to mine it, not make it. Number two, being that Taydenite was not a naturally occurring mineral on Earth. All the Taydenite on Earth -prior to the Vilgaxian invasion- was brought in from other planets.

Their mission was two-fold. One, to destroy the Taydenite 'factory' and interrupt the Taydenite supply to Vilgax's military. The second being to discover how Vulkanus was even managing to manufacture Taydenite in the first place.

"Everybody ready?" Helen asked.

In response, Ship jumped up into Julie's arms, wrapped himself around her body and morphed into an armored mobile combat suit. "Ready."

…

The invisibility started fading first. Devlin, Kenny and Zed flickering in and out of visibility like static on a TV. He'd neither stayed airborne this long, nor maintained invisibility for as long either -and he'd never done both together. The Osmosian was getting tired. He needed a rest. Especially if they were about to jump into enemy territory. He landed on top of the same empty shipping container Julie parked the car next to.

"Dude! We're to exposed up here. They'll see us!" He was non-specific as to who 'they' were. Helen, Julie, and Manny, or the bad guys who guarded the factory.

Devlin reverted back to human form, panting. "Just gimme a minute. I need to rest."

Nervous -they'd never been on a real mission before- Kenny jumped down from the shipping container, and pulled Devlin with him. The boys hit the top of the car which bounced on its tires, causing them to lose balance and tumble to the ground. Zed jumped down far more gracefully, landing on her feet like a cat.

"Ow…" Devlin groaned as Zed licked his face with sympathetic affection.

"At least we're out of sight." Kenny reminded him.

He peeked around the corner of the empty shipping container to see Julie -in her Ship mobile suit- cutting the links of a fence that ran the perimeter of the compound. Manny pried the hole wider with all four of his arms and held it open for the two women. They left the hole in the fence, not even bothering to conceal their entrance, and made their way towards the center of the compound. Darting from building to building, staying in the shadows. Kenny watched their path until they disappeared from his sight. Then he was once again grabbing Devlin's arm, pulling the older boy to his feet.

"C'mon. They left us an entrance."

"I still need to rest a bit more." The Osmosian complained. "If there's a fight I won't be able to use all my powers."

"Don't worry. I'll protect you." Kenny promised.

Devlin wanted to know how his friend expected to do that. He had no powers or weapons of his own. Kai, Cooper, and Devlin's grandma were trying to reproduce the Omnitrix -which Kenny had already decided was his- but it was still a long ways from being ready to actually be worn by anyone. In short, Kenny had nothing to back up his promises with. He was all guts and conviction, but no substance. If anyone was gonna need protecting it would be Kenny and that protection would have to come from Devlin -since between the two of them, he actually had powers of his own.

Kenny pulled Devlin through the gap in the fence, following the same path Julie and Manny took. Darting from the cover of one building to another. Always staying on the shadowed side of every structure they paused at. Checking around every corner before moving to the next one. Finally they reached the point where the others disappeared from his sight. An elevator built into the face of a cliff. From all outward appearances, it looked like the entrance to a mine shaft.

Leaning over the edge, Kenny peered down. The elevator carriage was already at the bottom. They would have to fly down.

"Dev, change back into your mutant form."

"Not yet." The older boy insisted.

He examined the elevator cables, counter weight, and top-side controls, looking for another way down that did not involve him transforming into his mutant form. Devlin had a natural talent for mechanics and machinery. Not nearly as amazing as Cooper's talent for technology, of course. Devlin was more on par with Rook. All he had to do was look at the insides of a machine and he could figure out how it worked. Take it apart and put it back together again.

The elevator was a pretty simple design. Carriage. Counter weight. The carriage went down and stayed down until whoever was down the shaft came up again and it stayed up until the new shift went down. The problem would be using the elevator without anyone down the shaft noticing.

"Well, if you don't transform, we'll have to climb down the cable in the middle." Kenny huffed.

"You'll shred your hands." Devlin informed him. He'd cut himself with cable working with Rook enough times to know.

With a sigh, the Osmosian agreed that transforming and flying them down was the easiest plan. Devlin transformed again and picked up Kenny and Zed. Using his Lepidopterran wings, he fluttered them down to land on the top of the elevator carriage. Devlin pried open the top access panel before transforming back into human form. Both boys hopped down, through the elevator carriage, and into the mine shaft.

Magnetic rails branched off into three different corridors.

"Which way should we go?" Kenny wondered aloud.

"This was your crazy idea." Devlin reminded him. Sneak along on the mission. Fight bad guys. Rescue Ben. Avenge Kevin. That was why Devlin came along, to avenge his dad. But Kenny was the brains of this particular operation. Devlin was just along for the ride and the inevitable, gratuitous violence.

Before the younger boy could make a decision, Zed caught a scent. Her nose going up in the air, her tail wagging with recognition. She gave one short bark for the pups to follow her before she darted off down the center corridor.

"Middle one, I guess." Shrugged the younger boy, following after the Anubian Baskurr hound.

Devlin followed them down the middle corridor. The tunnel seemed to slope downwards, taking them deeper underground. The path branched off to the left or right a few times as they went, but Kenny always kept them on the middle path. An almost straight line down into the bowels of the mine.

And then they came to the end of the magnetic rail racks.

A wide open room. Full of rail carts. Some empty. Some overflowing with shining blue-green Taydenite. A number of small aliens around Kenny and Devlin's own heights scurried about filling the empty carts with new Taydenite fragments, others were weighing or coating larger fragments, and yet others were chipping away at something in the back of the chamber.

Way, way, in the back. Almost against the far wall. The first thing they'd seen in the whole 'mine' that looked like naturally occurring Taydenite. One giant, multi-pointed, crystal. Taller than a grown man. And each time someone chipped a piece off, the crystal grew back almost instantly.

Taydenite did not grow that fast. Very few crystals or mineral in the world grew that fast and Taydenite definitely wasn't one of them.

It was that very Taydenite crystal that Zed was springing to. A single straight path across the room, not even bothering to hide her presence from the Pickaxe Aliens. She darted around some and jumped over others in her need to get to man-sized Taydenite.

"What's gotten into her?" Kenny asked as Pickaxe Aliens began scurrying about. Grabbing for weapons or sounding the alarm.

"I donno." Devlin admitted. "I've never seen her like this."

…

Julie set the blast putty. Sticking the pliant, clay-like, gel to the wall, and poking a detonation trigger through it. She set the timer for the the detonation switch and moved on down the corridor.

They had each taken a path. Manny down the right. Helen down the middle. Her down the left.

Something was bothering her about this 'mine'. It appeared to be a 'mine' in name only. While the complex did seem to be a series of tunnels underground, there was no actual evidence of mining. The walls were cut out of the earth uniformly. One smooth slice along the stone. There was no evidence of digging, or chipping, or scraping away at the rock for ore. It was clear that this was no 'mine'. But that did beg the question of where did all the Taydenite come from?

They called this place a 'factory'. But you couldn't _manufacture_ Taydenite. You had to look for it. Dig. And you either found it, or you didn't.

Julie paused at the next intersection and placed another wad of blast putty.

Down the right corridor, Manny did very much the same.

Place the blast putty. Move down the corridor. Place more blast putty. Their first objective seemed to be going rather smoothly. Bring down the Taydenite factory and interrupt the Taydenite supply. But thus far, there was no evidence to suggest what might be allowing Vulkanus to produce so much Taydenite on Earth. Their second objective might have to go completely unfulfilled at this rate.

At least the right and left corridors were mostly deserted. Julie and Manny's efforts went completely unnoticed.

Helen, and the middle corridor, however, was another story all together.

She was fast, and so set her charges almost immediately. Knowing that her partners couldn't possibly be done with their shafts yet, she decided to take this time to explore the facility and maybe try and find out just how or why this place was such a productive Taydenite plant. Since Taydenite was neither a naturally occurring substance on Earth, nor was it a mineral that could he manufacture. But it had to come from somewhere…

The corridor dead-ended in a large cavern chamber full of Pickaxe Aliens and mining carts. But they weren't digging in the earth, chipping at the walls or at the ground. No. They are chipping at one gigantic Taydenite crystal against the back wall. That was odd enough as it was, one crystal providing enough product to fuel an entire space navy. But every time they chipped away at the crystal it grew back. Vulkanus had somehow managed to engineer and _grow_ a strain of Taydenite that not only grew quickly, but also regenerated when chipped. With that one crystal, Vulkanus could power Vilgax's entire army for… well, _forever_!

Helen had to destroy it.

With her Kineceleran speed she crossed the room without anyone detecting her. The most they might have noticed was a quick gust of air as she passed.

Next to the crystal now, Helen saw that it was mounted in some sort of frame on the ground. Maybe some sort of stim-matrix. Something to help stimulate the crystal's growth? Whatever it was, it didn't matter. The crystal had to be destroyed. Might as well blow up the frame -whatever it was- along with it. She pulled out a wad of blast putty and stuck it to the side of the frame. But it was as she was setting the detonator that she heard the crystal groan.

 _Groan!_

Like a living thing. Not a rock.

A living thing that was in pain.

Helen peered around to the front of the crystal and saw to her shock and horror, the face of a man. A face covered in Taydenite, as if it were _made_ of Taydenite. But she knew it wasn't because she recognized that face. "Kevin!"

She gaped at him.

"But… you're dead!"

...


	2. Episode II

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode II**

"Kevin! But… you're dead!"

With another groan and great effort, he raised his crystal head to peer at her through bleary, exhaustion fogged eyes. "You're not my usual delusion…"

Helen couldn't even begin to imagine the kinds of delusions he might have had over the years. Ten years! It had been ten years since the last time they saw Kevin. For ten years they thought he was dead! But he wasn't dead. He was just down a hole. His Osmosian abilities being exploited by Vulkanus to produce an almost inexhaustible supply of Taydenite. It was something he'd tried before. When Kevin was younger -still in his teens. Apparently, after the initial battle, Kevin hadn't been killed he was just taken. Taken by the baddies and given to Vulkanus to fuel Vilgax's armies.

One thing was clear. She had to get him out of that frame.

If they could free Kevin, it would both halt the Taydenite supply all together, as well as return to them one of their most powerful allies. One of the big three.

But before she could even begin to figure out how to get him out of that frame, something else unexpected happened. Zed came bounding through the chamber. Jumping over the minors. Alerting them to her presence. Prompting them to sound the alarm. Great. Just great. What was Zed even doing here anyway? The last time Helen saw her, the Anubian Baskurr was watching over Kenny and Devlin…

 _Son of a bitch!_

Sure enough, when Helen looked back to the chamber's entrance, there were the boys. Standing helpless. Gaping at the commotion before them without the slightest clue what they were doing or what to do.

"Hang tight, Kevin." Helen patted a mass of crystals close to the general area of where his shoulder should be. "I'm gonna free you. But first I gotta save your son."

"Devlin…" Kevin muttered, eyes not quite focusing on anything in particular.

Helen zipped to the entrance, grabbed both boys and had them back at the elevator before either of them had the time to even gasp.

"I don't have the time to ask what the hell you two are doing here!" She said. "Your mother and grandmother can yell at you when we get back to base. Right now I need to save Kevin."

Then she was gone again. Zipping down the left and right corridors to recruit Manny and Julie as backup. So fast, she didn't even hear Devlin calling after her.

" _Kevin_!? Did you say _Kevin_!?" He turned to the younger boy. "You heard her say 'Kevin', too, right?"

"Dev, that doesn't mean anything." Kenny assured him. Devlin's dad had been dead for ten years now. There was no way the 'Kevin' Helen was talking about could be the the same Kevin. Besides… "Kevin is a pretty common name. It doesn't mean anyth- Hey, wait!"

Devlin was sprinting back down the middle corridor. Back to the Taydenite chamber.

…

Kevin knew it had to have been years since Vulkanus started using him to grow Taydenite.

It was something the Detrovite had tried before. Years and years ago. When Kevin was still in his teens. He only managed to escape back then because Tennyson and Gwen had rescued him. But neither of them ever came this time. The weeks stretched into months, the months into years, and at some point Kevin just gave up. He couldn't get out on his own and no rescue was coming.

Resigned to his fate, the Osmosian retreated within himself. Hiding in the memories of the perfect life he had finally found before it was taken from him. Remembering Gwen's small hands on him, the way her nose scrunched up with she was reading a difficult magical text, how she was always ready with a witty remark even when he didn't think she was paying attention, how -even in her normal human form- she seemed to glow when she was pregnant, rubbing her swollen belly while she complained about there feet.

And Devlin. How small he was in Kevin's hands. Tiny and fragile. A monstrous bundle of mutated limbs that could still be snapped in two if Kevin held him wrong.

And Tennyson was there too.

Always in the background. Lurking in memories Kevin was pretty sure he wasn't actually there for. Reflected in the bathroom mirror when Gwen walked out holding a positive pregnancy test. Standing in an upstairs window when Frank signs the deed to the house over to Gwen and him. Lurking in the garage door while Kevin changed the oil on his car. Tennyson was there. Wearing the same white and gray shirt and green pants he was wearing the last time Kevin saw him. His arm swollen and rashy. The veins of his arm bulging, traveling from the Omnitrix, up his forearm, to his neck and across his chest.

He lived in these memories for ten years now.

And then something penetrated the fog. "Kevin! But… you're dead!"

Groaning with the strain of movement after so long, Kevin raised his head to look at a familiar face. A bit older now. But that was to be expected. It had to have been at least a decade since he last saw her. A Kineceleran he'd once been allies with. Helen. Helen Wheels! "You're not my usual delusion…"

And then he hung his head again. The strain being to much even to hold his head up.

Vaguely, he heard the sound of barking and thought of Zed. How could he have left hear out of his delusions these past ten years? He would have liked to see her playing with Devlin in the yard of their house. A house that was given to them by Gwen's parents (to Ken's great jealousy). Devlin tossing a ball for her to chase, or rolling around rough housing in the glass. That was how kids played with their dogs right? That was what Kevin wanted for his son. He would have liked to see it.

"Hang tight, Kevin." He heard Helen's voice tell him. "I'm gonna get you outta here. But first I gotta save your son."

"Devlin…" He muttered, looking up again. But he didn't see a baby anywhere.

There was a gust of air that he barely felt though the layers and layers of crystal that formed around him over the years. Helen was gone just as suddenly as she had appeared. Definitely a figment of his imagination. No one was here to rescue him. If he was going to be rescued, it would have happened years ago. No rescue was coming.

Something warm and slobbery was licking his face. Kevin looked up, his eyes trying their hardest to focus on an Anubian Baskurr that looked remarkably like Zed.

"That's my dog…" He muttered before letting his head hang low again. This delusion was remarkably vivid. Complete with slobber and terrible smelling dog breath. Was he finally losing his mind for real? It wasn't like he had much of anything else in this pit left to lose.

The Zed-delusion pawed at the restraints holding his arms down, keeping him strapped in the frame. That was cute. His delusion wanted to free him. But it would take more than an Anubian Baskurr to get him out of this. He needed somebody or something with aposable thumbs.

The Pickaxes were scurrying around him like mad. Shouting at each other. Alarms were blaring. What had gotten them so stirred up anyway?

"What are we doing all the way back here?" The voices were back again. This newest one sounded vaguely like an older version of Julie. "We're made. We need to be making our get-away."

"Not without him." That was Helen again.

Kevin lifted his head to see the Kineceleran pointing at him while she talked with a Galvanic Mechamorph. In the peripheral of his vision, something collided with something else. The metallic sound of a hard fist impacting even harder armor. A Tetramand turned around to look at him. Their eyes met and Kevin recognized him as Manny. Helen, Manny and Julie. Maybe this was a rescue after all!

"Holy shit! It _is_ Kevin!" Manny exclaimed. "But… I thought he was dead."

"We all did." Helen agreed.

By his ear, the Anubian Baskurr gave a bark of agreement. Zed. It really was Zed. Helen, Manny, Julie, and Zed. They were all here to rescue him! Where was Gwen? Was she on her way? Setting up a teleportation spell for a quick get away? And Tennyson! Where was Tennyson? Was the stupid Omnitrix timed out again and he was waiting for it to recharge before making his big spectacle of a rescue?

If it was, he better fucking hurry.

Because Vulkanus chose that exact moment to arrive on the scene.

…

Devlin burst back into the rear chamber to find the place a mad-house of violence and activity. A new player had appeared during his absence. Wearing armor, making him bigger than all the others. Devlin focused on him. Decided he was the boss bad guy. He was the one that needed to be taken down if they were gonna win this. That was how it worked, right? Take down the boss and the mission is won.

Transforming into his mutant form, Devlin beat his Lepidopterran wings and flew across the wide cavern to the boss. He landed on the man's shoulders, digging his Vulpimancer claws into the armor. But there was no flesh beneath the plating and that confused Devlin.

Vulkanus reached up to pull off the thing that had just landed on him. He grabbed Devlin by a fist full of the Osmosian's hair and dragged him down. Adjusting his grip to hold the boy by the throat, the Detrovite glared at him curiously. "And just what are you supposed to be?"

Devlin couldn't answer, of course. Not with the over-sized armored hand closed around his throat. The boy tried to gasp for air, but the hand held his windpipe closed. His vision blurred. There was a streak of blue and someone shouted, "Leave him alone!"

Suddenly, Devlin found himself on the ground and once again able to breath. Kenny was at Devlin's side, helping the older boy back to his feet. Helen must have barreled into the Detrovite in order to free him. Vulkanus' and letting go instinctively. But the fingers of that armored hand were tangled around the strap of Devlin's locket and the cord broke. The heart-shaped pendent dangled from between the armored fingers.

"So, it seems the rebellions got so desperate that it had to use children now." Vulkanus commented, shaking his hand to get the locket of it. As if the pendent were some insignificant annoyance that came with fighting. "What are you, boy? Changling? Mimic? Biomorph?"

The heart-shaped locket fell to the ground, landed on the heart's point, bounced open and came to a final rest on the ground in front of Kevin.

He stared at it. The picture of himself and Gwen. His wife. She wasn't his wife yet in the picture, of course. They hadn't even been dating a year when the photo was taken. A casual snapshot. He'd forgotten when or where it was taken. But he did remember cutting it down to a size and shape that would fit into the locket. It was during a time in his life when he doubted himself and by extension, her affection for him. But he had no reason to doubt. Gwen loved him. Unconditionally. And she proved that every day by staying with him. Supporting him. Believing in him -even when all their friends and her own cousin had given up on him. They were together for ten years before he finally got his head out of his ass and married her.

Through all that time, she always kept the locket. It was cheap gold and an old photograph. Kevin had given her many better gifts over their years together. But the gold locket was the one always closest to her heart. The only time she was ever without it was the day of Vilgax's attack. Devlin had broken the chain and- and-

What was the locket doing here?

Gwen wasn't here. Kevin hadn't seen her, or heard her, or sensed her delicious mana.

Once again lifting his head, Kevin saw Vulkanus facing off against… a younger version of himself? Back when he was Kevin 11. A conglomeration of the original ten aliens from Tennyson's first Omnitrix. But that couldn't be right. Spontaneous time displacement being a ridiculous explanation not withstanding, Kevin didn't recall ever being summoned to the future to fight Vulkanus. Then the much more logical -and obvious- explanation hit his isolation addled brain.

 _Devlin!_

That was his son Devlin fighting Vulkanus!

"Or… could you be Osmosian…?" Asked the Detrovite. "Its a very rare mutation among Earthlings. Passed to child…" his eyes turned to Kevin, still shackled and covered in Taydenite. "…from the parent… How interesting. I had heard that the Witch had another whelp before the occupation. Who would have thought it survived." A smile of malicious glee spread over his face. "Imagine how production would double if I had two of your kind growing for me!"

" _No!_ " Kevin shouted impotently from his bindings. As if there was anything he could do still kneeling chained on the floor. "No! I won't let you have my son too!"

This outburst seemed to do nothing more than amuse Vulkanus.

Kevin struggled against his bonds. But he had been trapped in them for ten years already without breaking them. There was no way he could break out on his own. The Osmosian raised his head. His eyes found Julie in her Ship-mobile suit. Ship could do it! Ship could release the locks on his bindings and let him out! "Julie! Julie, unlock me. Let me out! I'll fight. Please. I can't let him have my son too."

From behind the visor of her mobile suit, Kevin saw Julie set her lips in a grim line and nodded her agreement. She knelt down next to him and placed one of her suit's hands over the alien-tech manacles that kept Kevin shackled down. Ship shifted the Mechmorph hand, the armor appearing to melt off of Julie's skin and merge with the frame holding Kevin. There was a soft _click_ , and the binding's holding the Osmosian released.

With a groan of effort, Kevin tried to stand. Raising to his feet, slowly. With difficulty. Some Taydenite crystals fell off his back like shed scales, while others shrunk and sank back into the Osmosian's body. By the time he was standing properly, all the protruding crystals were gone from his body, leaving Kevin covered in smooth blue-green armor of the hardest substance in the universe.

On his feet for the first time in ten years, everything hurt. His muscles were stiff and creaked with every movement. But Kevin ignored it. There was something more important at the moment. "Get the hell away from my kid!"

Movements still a bit sluggish, the Osmosian rushed the Detrovite, barreling into him with all the grace and poise of a battering ram. Kevin morphed a hand into a spiked mace -or, at least, he was going for a spiked mace. Being stuck immobile for ten years, never using his shape-shifting abilities in that time, what he actually managed was a misshapen ball covered in uneven bumps. But it was heavy, and blunt, and made of Taydenite. It still served its function as a weapon.

Vulkanus was recovered from Kevin's attack and back on his feet in just enough time to avoid his head getting smashed in. The Osmosian might be strong, bolstered by the power of righteous anger and the desire to protect his offspring, but he was also slow. Stiff. When Kevin raised his arm for another attack, he left himself wide open. Vulkanus got in one good blow to the Osmosian's mid-section, knocking the wind out of his and forcing him backwards. The blow didn't do any real damage, his Taydenite armor being stronger than the armor of the Detrovite's suit, but it was enough to put some distance between them.

"How long do we have on the bombs?" Manny asked.

"Not long." Julie admitted. "Can you grab Kevin? I'll get Devlin. Helen, you get Kenny."

"Already on it!"

The Tetramand hooked his arms under the Osmosian's, pulling him farther away from the Detrovite. "C'mon, man. We gotta go!"

"Devlin…" Kevin muttered, not looking at Manny.

"Julie's got him." The other assured. "I just gotta get you."

Both men turned to look. Sure enough, Julie grabbed Devin by his Tetramand arm. The kid pulled away from her just long enough to scoop up the fallen locket. Ship opened up the back of the mobile suit and produced a pair of rocket jets to propel them up and forward -over the still frantic Pickax Aliens, and through the tunnel. Satisfied that his son was taken care of, Kevin allowed himself to be pulled along by the bulkier male.

Helen was waiting for them when they reached the elevator. Holding a disgruntled looking Kenny in one arm. Tapping her fingers in impatience. "Less than a minute, people! Lets move it!"

"What's less than minute?" Kevin asked as Manny shoved him into the elevator.

"The fireworks. Now move your skinny ass!"

Someone pulled the lever and they were on their way back to the surface.

The night sky was clear, and open, and full of stars. Kevin didn't realize just how much he missed the sight of the open sky until that moment when he finally got to see it again, for the first time in ten years. He was sure the night air would have felt cool and refreshing on his face if he could actually feel it. But the Taydenite armor that covered his body made sure he felt nothing.

Manny was pulling him again. "This way!"

The group made a B-line for a hole cut in the compound's parameter fence, and beyond that, parked next to a metal shipping container… "My ride!"

Manny didn't have to drag him anymore. Upon seeing his car, his other precious baby, that he had built from the frame up, Kevin put on an extra burst of speed.

Once through the fence, he slid over the hood to get to the drivers side. Wrenching open the door, Kevin hopped in the driver's seat and kissed the steering wheel. He made a quick adjustment to the seat, whoever had driven it last was significantly shorter than him. Everyone else piled inside after him. Kevin looked over his shoulder to make sure Devlin was safe and belted in. Only the boy was still in his mutant form and took up two seats.

"Dude, change back!" Said the other kid that looked remarkably like Tennyson but with darker skin and wider cheekbones.

"I'm trying." Devlin assured him. But he seemed to be having difficulty.

"Its the adrenaline." Kevin realized. He reached into the back seat, placing one hand against his son't head. The Taydenite melted from his fingers, exposing his skin up to the wrist so that he could absorb the younger Osmosian's surplus adrenaline. In a matter of moments not only was Devlin back in a human form, but he was also fast asleep.

"What'd you do to him!?" The other boy demanded.

"Later, Kenny!" Helen snapped and shoved both boys onto the middle seat.

They had to squish between her and Julie while Manny took the front passenger seat.

Kevin was just pulling away from the compound when the explosion shook the ground around them. He floored the peddle and the midnight blue GTO sped off into the night.

"Head to Los Solidad." Julie commanded from the back seat. Ship was now curled up on her lap, while Zed stretched across Helen, Kenny and Devlin. It was a very cramped backseat.

"Why not Bellwood?" Kevin asked.

"Not safe." Manny informed him. "This is a marked car and we're all marked fugitives."

"Wait, _you guys_ are fugitives!?" He blinked Taydenite eyelids in disbelief. Kevin had many years of experience being a fugitive and he earned his fugitive status from a life of violence, grifting, and black-market trading. He was the token 'Reformed Bad Guy' of the group. But Helen, Manny and Julie? They were goodie goodies all the way. How in the world -how in all the worlds- had they become marked fugitives. "Is that why Tennyson's not with you? What about Gwen? Where's my wife? What the hell have I missed these past ten years!?"

Everyone in the car exchanged nervous glances. How did they tell him that the Earth was overrun and occupied by Vilgax, his best friend was said evil overlord's trophy, and his wife went crazy, turned turn-coat, and was now the evil concubine of one of Vilgax's Earth-born allies?

"Kevin…" Helen began gently. "Listen, um… what do you remember about the day you got captured?"

…


	3. Prelude: Kevin

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Prelude: Kevin**

"Thanks for taking Devlin for the day, Mom." Kevin said, opening the diaper bag and handing a fresh diaper to Gwen. Devlin made a little present in the car ride over and Gwen had a thing about handing him over to baby-sitters clean and quiet. "If he gives you any problems today or if he transforms, call me. I'll have my phone on me the whole time and I'll come right over."

Leah Levin smiled a smile of amused understanding. Devlin was his first child and -quite frankly- even after a year, Kevin worried to much. Thank goodness Gwen had a level head on her shoulders. He would be helpless without her. Leah shook her head and leaned up to give her son a kiss on the cheek. "Kevin, shut up and enjoy your anniversary. After almost thirty years of dealing with you, I finally know how to handle an Osmosian child."

"Okay. But if he transforms-"

"Shut-up and go collect your wife!" Leah cut him off, pointing to Gwen who just reentered the room with a freshly changed Devlin.

"Are we talking about me?" She smiled. "Well, he's clean and changed. Remember he gets fed again at ten, and then has an hour nap or else he'll get cranky. Jeez, you won't believe how much this kid cries. But whatever you do, don't try to distract him with those sugar-sweet children's shows. The puppets scare him and when he gets scared he transforms."

"I know how to handle my own grandson." Leah assured her.

Gwen tried to pass the baby to her, but paused the moment she realized Devlin had his tiny fist wrapped around her necklace. The gold heart-shaped locket Kevin had given her years ago when they were still teens -hadn't even exchanged virginities yet- and going through an awkward phase in their relationship. Gwen wore it for all their special 'couple days'. Valentine's, Kevin's birthday, New Years, and their Anniversary.

But since Devlin was born, every time it was within his tiny reach, the baby was always grabbing for it. Gwen's theory was that, because the locket had so much emotion invested in it, it was infused with mana -her's and Kevin's. Devlin, as an Osmosian, probably somehow instinctively sensed this and wanted it. Kevin thought this theory was stupid and she was over thinking things. Devlin was a year old and Gwen kept the locket shiny. Babies liked shiny things. It was that simple.

"Ugh, not again." Gwen groaned, reaching a hand up to tug on the gold chain. "Give mommy the necklace. Give it…"

The baby made a shrill wine of refusal and clutched the pendant tighter.

"Devlin…" Gwen said warningly. "You can't play with that. Its not a toy."

His only response was to put the locket in his mouth and start gumming it with enthusiasm.

"No! You're gonna choke!" Gwen exclaimed.

"Oh, for heaven's sake." Leah huffed. "He's not gonna choke if its still on your neck."

"Here. I'll get it." Kevin reached in, trying to pull the locket out of his son's mouth. But Devlin just added a second hand to holding the pendent in his mouth. "Devlin, drop it… Drop it! I swear. This kid…"

The more Kevin tried to pull the locket away from Devlin, the more frustrated and agitated the baby became. Until, inevitably, he was so worked up that he transformed. His pudgy, round baby face morphing and mutating into a redish-brown mask with three asymmetrical eyes, sharp pointed teeth -seriously, teeth! what kind of one year old had teeth? Extra arms sprouted from his sides. His spine elongated into a tail. Wings grew from his back. Within moments, the baby Gwen held was changed into a smaller version of Kevin's first monstrous mutation from when he was eleven and still a bad guy.

"Now look what you've done." Gwen huffed.

Devlin still clutched the heart-shaped locket, but nobody seemed to care about that anymore. With one more hard tug with his -now Tetramand- arm, the gold chain broke and Devlin finally had full possession of the pendant. He giggled happily, clutching his prize like a guarded treasure. Holding it to his mouth as if undecided if he wanted to eat it, or just drool all over it.

"Okay. Now he might choke on it." Leah amended. Now that it was no longer attached to Gwen. The broken chain dangling impotently from the pendent's jumpring.

"I can handle this." Kevin assured the others. He had a full year of practice with his mutant son. He was pretty confident he knew what to do now.

Taking the suddenly monstrous looking baby from its mother, Kevin held the boy in one arm and placed the other hand to the side of his head. It wasn't really all that difficult now that he knew what to do. It was kinda like how he first managed to revert back to normal from the mutation back when he was a kid. Kwarrel taught him to let go of his anger, aggression, and resentment. That worked for Kevin, but it wasn't exactly accurate.

Devlin was to young to understand concepts like anger or resentment. He was also to young to control his own emotions. But that was okay. The thing that drove the mutation was actually adrenaline. It took Kevin a while to figure it out, but once he did, it was easy to change Devlin back to human form. He just absorbed his son's surplus adrenaline until the baby returned to normal. Also, Devlin fell almost immediately asleep.

"Great." Gwen sighed as she pulled her pendant from her unconscious baby's fist. "This is going to throw off his whole sleep schedule."

"At least he didn't choke on the thing." Kevin reminded her.

"Right." They were all pleased about that.

Gwen wiped the saliva off on her skirt and opened the locket to make sure the picture inside wasn't damaged by the moisture. It was the same picture that Kevin put in it before he gave it to her all those years ago. When they were still teens and Kevin was going though one of his many mutations, one that made him feel very self conscious about his looks and he doubted whether or not Gwen still found him attractive. He gave her the locket with a picture of them together to remind her of what he looked like when he was still 'handsome'. He needn't have bothered. Gwen never cared about what he looked like, that wasn't what she loved about him.

Satisfied that the picture was fine, she closed the locket and examined the broken chain. There was no way she was going to be wearing it now.

"Give it to me." Leah held out her hand. "I'll put a new chain on it and return it to you when you pick Devlin up tomorrow."

Gwen passed it over and Leah put it in her jeans pocket before turning to Kevin. "Now, gemme my grandson and get the hell outta my house. Go enjoy your anniversary. I assume the dog's staying too?"

"Of course." Since Devlin was born, Zed never left his side.

…

"I am really really _awake_!" Kevin exclaimed on the car ride home.

Gwen put down the e-reader she was studying to raise an eyebrow at him. "How much adrenaline did you absorb?"

"I donno." He shrugged, making a lane change. "Wanna rob a bank!"

"What?" She blinked at him.

"I mean, _stop_ a bank robbery. Of course. _Stop_ a robbery." He quickly amended. "I haven't robbed a bank in years."

Gwen continued to glare at him for a few moments, unsure whether or not he was serious or just joking. To spite being married for several years and having dated for over ten years before that, she still sometimes had trouble reading him. Sometimes Kevin could be downright unpredictable. He was kinda crazy. After a prolonged pause, Gwen said, "No. We're gonna go home and get nine hours of uninterrupted sleep. With no crying baby waking us up every two hours. Then I'm gonna work on my dissertation for my doctorate a bit. Then we're gonna have sex. Lots and lots of sex. Maybe we'll even get started on making a daughter today."

Kevin's hands tightened on the steering wheel in sudden unease. "Are you sure you wanna start on another kid now? I mean, we're just getting the hang of Devlin. And… and I donno if I know how to raise a daughter."

"Between you and me, you don't really know how to raise a son, either." Gwen informed him casually.

It wasn't exactly untrue. For the first six to eight months of Devlin's life, Kevin had absolutely no idea what he was doing. Of course, to be fair, neither did Gwen really. Devlin came out mutated and misshapen. A conglomerate of different alien part. He didn't even look human. Gwen spent a good three months freaking out over her baby being a monster, while Kevin spent that time blaming himself, sulking, and brooding, because Devlin's mutated form was his first mutation from when he was a kid. From the first time he absorbed the Omnitrix when he was still only eleven. At the time, they both thought the form was permanent. Fixed. Unable to be shifted into another shape. Then they figured out how to change their baby into a human form and both their parenting skills improved greatly.

But Kevin still sucked at diaper changing and two AM feedings. His specialty was keeping the baby distracted so Gwen could work on her dissertation. That, and turning him back to human form after a tantrum.

"Hey, I'm doing the best I can!" Kevin reminded her indignantly. He was an only child, had no younger siblings and no other experience with babies (unless you counted zany alien adventures). She couldn't expect him to suddenly and miraculously be a perfect parent right off the bat.

"I know." She leaned over the center consul and offered a chase peck on the cheek as a peace offering. "That's how I know you'll do the best you can with a daughter, too. Now lets get home so you can use all that surplus energy you absorbed and put another baby in me!"

…

Kevin carried her bridal style across the threshold as if it was their wedding night all over again. Only instead of night it was mid-morning and instead of being the tiny one bedroom apartment they had when they were married, it was a proper three bedroom house. Actually it was Gwen's house.

Devlin's conception, just by sheer chance, happened to coincide with Frank and Natalie deciding it was time to retire and move to Florida. Kevin and Gwen were suddenly in the market for a home with enough space for a growing child and the Tennysons had a surplus house they no longer needed. As the first of their children to give them a grandchild, Frank and Natalie gifted the house to Gwen as a baby-shower present (much to her brother, Ken's, shocked disappointment).

"Ooh, so romantic." Gwen commented as she was carried up the stairs. "Although, its a bit much to just get down and dirty. Not like this is our first time doing the horizontal tango."

"I love your funny euphemisms." Kevin nuzzled her neck before -very unromantically- throwing her down on the bed.

A gloriously un-made and fantastically messy queen sized bed. The blankets were piled in a heap at the foot of the bed, half hanging off the corner, the fitted sheet was coming untucked near the head. Pillows were on the floor… they hadn't bothered to make the bed since Devlin was born. There just wasn't time when you had a screaming child to feed, change, play with, or put to sleep, or a dissertation to finish, a day job to work, a car that needed maintenance, a needy cousin to council, or a planet to save. The bed could go unmade -so long as the sheets were clean.

"Oh, yeah." Gwen batted her eyelashes and gave him a 'come hither' look. "I got a couple more euphemism for ya…"

"Yeah?' He crawled on top of her, hands pushing up her skirt as he moved up her body.

"Shoes! Shoes off the bed." Gwen reminded him, totally spoiling the mood.

With many frustrated grumbles, Kevin sat up and pulled his shoes off -pulled his socks off too, for good measure. Gwen, likewise slipped off her flats and inched farther onto the bed. She grabbed a fist-full of Kevin's hair and pulled him down to join her.

"Now…" she whispered in a thick sultry voice. "Put a baby in me."

Kevin loved it when she pulled his hair, it was the main reason why he kept it so long. He leaned in and kissed her deeply and ardently on the lips. His tongue slithering out to explore her mouth. She moaned with appreciation of the sensation, intertwining her tongue with his, slithering into his mouth to taste and enjoy. They broke away with a wet smack and both paused to listen for the sound of a baby crying.

There was none, of course.

"Devlin's at your mother's." She reminded him.

"We can be as loud as we want…" Kevin realized.

"Want me to put on my glasses and get the ruler?" Gwen offered.

She was so hot in those sexy secretary glasses, with her hair up and wearing a tiny skirt. Mm! Kevin loved it when she would throw him down and spank him with a plain 12-inch wooden ruler. He was already sporting a stuffy, but he went rock-hard at the idea. It had been so long since they'd played the Hot Teacher and the Naught Student in Detention. But there were other things he liked her to do to him just as much, and those things didn't involve either of them getting up or searching for props.

"No." Kevin slid one hand up the inside of her thigh, while he trailed butterfly kissed along her neck and jaw. "Not right now. I'd rather you do that other thing I like."

Gwen pulled his shirt up over his head and used it to tie his wrists together, then hooked his bound arms over one of the bed-post finials. She trailed kisses down his bare chest, licking, sucking and biting whenever the inclination struck. When she got to his belt buckle she paused. Made him wait. Waited from him to beg for it.

"Uh, actually, I meant that _other_ other thing I like." Kevin informed her. "The thing you don't like doing -ever."

Sitting back up, Gwen looked at him. "I thought we talked about this. I don't like choking you."

"But, baby, I cum _so hard_!" He pleaded. Gwen loved it when he begged. There was nothing sexier than a shirtless, begging Kevin -except maybe a _naked_ , begging Kevin. "And you want me to cum a lot!" He added. "Fill you up with all my hot, sticky spunk. Get you nice and pregnant…"

Pursing her lips, Gwen thought about it. It wasn't like she didn't know what she was doing. The fact that she did it for him before aside, Gwen could sense a person's mana -their life force- and while making love, she was more in tune with her partners life force than ever. So, it wasn't like she wouldn't be able to tell when to much was to much. There was no legitimate danger of accidentally asphyxiating her husband. She just didn't like squeezing her lover's throat until he couldn't breath. No matter how in tune with his mana she was, or how safe they were about it, it just always felt… uncomfortable.

But he liked it.

Coming to a decision, Gwen unbuckled his belt and pulled his pants -and underwear- down to his knees where she left them bunched up. Then she pulled her own panties off and climbed on top of him. "Tell ya what, you do that thing I like, and if I'm satisfied, I'll do the thing you like. Deal?"

The wet lips of her slit brushed against his stiff erection and Kevin bucked his hips trying to slip inside. She was so fucking wet already and they hadn't even started. That was one of the many, many things Kevin loved about his wife. How fucking horny she was for him. It would be so easy to just slip inside her and start thrusting. If she'd let him. But Gwen shifted just enough to deny him entrance. With a soft whimper of frustration, Kevin nodded his head and shifted his bound hands so that they could touch the metal of the bedpost he was tied to.

"Alright, baby." Kevin agreed. "I'll do that thing you like."

"That's my nice, hard Osmosian." She smiled. Then Gwen allowed herself to slide down onto his throbbing shaft, sheathing him inside her slippery folds. She wiggled around on top of his cock for a bit, finding a position that was comfortable for her, then looked expectantly down at him. His dick was nice and hard, but he could make it harder for her. _So much harder!_ "Well?"

With a sigh, Kevin absorbed the metal of the bedpost he was tied to, turing his whole body to smooth, cold, and _hard_ aluminum -erect cock include. It was then that Gwen began to really move. Rocking back and forth on his rigid metal dick. Hard and unrelenting against the soft wet walls of her sex. Gwen moaned with abandon at the feeling of such an unwavering, rigid pole inside her.

Kevin, unfortunately, couldn't feel a thing when he was like this. His whole body covered in armor made from whatever matter he absorbed. She might as well just be humping the actual bedpost as far as he was concerned. It did nothing for him. But the metal armor held the shape of his cock, kept his dick hard for her even when he himself lost interest. The important thing to remember was not to thrust up into her. In fact, don't move at all. Let Gwen do all the work. The _last_ thing either of them needed was a blunt metal pole impaling her up through the vagina. Nope. Neither of them wanted that. So, Kevin stayed still while she had her fun.

It was rather gratifying that his wife enjoyed his powers and his body so much.

Rocking back and forth on his hard, metal cock, Gwen gasped and sighed. Moaning and keening. Enjoying the feel of the cool metal against her insides. The way the shaft slid against certain nerves, or how unrelenting it was when it hit that one spot deep inside her. So hard. So strong. It was the fucking best! It didn't take long for Kevin's fat metal dick to push her to a climax.

She slumped over him, a bead of sweat dripping from her breasts onto his aluminum chest.

Kevin dropped his armor, the metal melting from his body. So that he could feel her skin to skin again.

Her sex was wet and slippery from her orgasm and it didn't take long for Kevin to get himself interested again. Bucking his hips a few time to rub his dick between the moist lips of her entrance. He slipped back inside her, just as stiff and eager as he was before indulging her metal-dick fetish.

Gwen slid her hands up his torso. Feeling the contours of his muscles. The hard plain of his abs, the hollow of his sternum, and the fine sculpt of his pectorals. Almost in his thirties now, but Kevin still had a perfect body. Finally, her hands came to rest on his throat. The pressure was light at first. Hesitant. Gwen never really did like indulging this particular kink of her husbands -not even when they were teens. She liked dominating him, oh hell yeah! Kevin was fun to push around, tie up, or spank. But erotic asphyxiation was different. It made her uncomfortable, so she started slow.

Kevin's stiff cock went practically rigid inside her. She might have her misgivings about choking, but he fucking loved it!

"Harder, babe." He croaked through the pressure on his neck. If he could still speak then it wasn't tight enough.

When the brain was denied oxygen it increased feelings of giddiness, lightheadedness, and pleasure. It caused a lucid, semi-hallucinogenic state. When combined with sex and orgasms, the sensation was similar to cocaine.

It didn't take long for him to cum.

Gwen pulled her hands away the moment she felt him climax and Kevin gasped, flooding his body with oxygen.

He gazed up at her with bleary, euphoria glazed eyes. If his hands weren't tied to the bedpost over his head, he might have leaned up to kiss her. All he could do was stare at her affectionately. Gwen reached up to untie the shirt binding him to the post. Now free, Kevin propped himself up on his elbows and kissed her tenderly. "Thanks, babe. I've been pent-up for a while."

"It has been a bit difficult to find time for sex since Devlin was born." She agreed rolling off him. Gwen stretched out on the bed and cuddled close to her husband.

"And you wanna have another one." Kevin shook his head. "You're crazy."

"I want a daughter." She reminded him. "And won't it be easier to get all the potty training, teething, and teaching them to speak out of the way all at one."

"I guess…" He muttered.

They fell asleep soon after that. And for the first time in a year, they got more than two hours of uninterrupted sleep.

…

When Kevin woke, it was to find Gwen at her desk working on her dissertation. He climbed out of bed -nearly tripping over the pants that were still bunched around his knees- and crossed the room to her.

"Babe, you're wearing your sexy secretary glasses. You know what that does to me." He purred in her ear. It was amazing how good he felt after getting a full session of uninterrupted sleep.

She pushed her chair back from the desk and looked him up and down. Taking in his nakedness, the tangle of dark sex-tossed hair, he looked a disheveled mess. But also looked well rested, his dark eyes were bright. That was more sleep than either of them had gotten in a year. She smiled up at him. "Tsk, tsk, interrupting me while I'm working. Kevin, you should know better than that."

"Should I?" He asked, a playful smile spreading over his lips. "Maybe I'd remember better if you punished me a little."

Gwen matched his playful smile with a coy one of her own. Pushing her glasses up the bridge of her nose, she withdrew a plain wooden ruler from a desk drawer and stood. She grabbed Kevin by a fist-full of his long dark hair and bend him over her desk chair. He tried his best not to grin like a fool and instead hissed through his teeth when she smacked his bare ass with the ruler.

"You know how important my dissertation is." She told him.

"Mm. Remind me again?" Kevin asked and was rewarded with another smack.

She smacked him again, and again, and again. Until Kevin's ass was a bright angry red and he had to use the safety word to get her to stop. "Sonnet!" The soft skin of the backside got very sensitive after a couple beatings. Gwen stopped the moment the word escaped his lips and the ruler was put down on the desk. Instead, she threw Kevin down in the chair and climbed on top of him, straddling him in. She slid back onto his stiff erection and began rocking back and forth. One hand braced on the back of the chair for leverage, the other tangled in his messy ebony hair. He loved it when she pulled his hair.

Kevin gripped the sides of the chair to gain some leverage of his own and thrust up into her, adding his own motions to hers. Moving together. Climbing deep. Making sure he hit all those wonderful nerves that brought her so much enjoyment. And that one spot deep inside her that never failed to make her cum. Kevin thrust as hard as he could, up into her, to hit that spot. That specific nerve that made her moan and squirt with ecstasy.

When her climax came, Gwen muscles tightened around him. Squeezing Kevin's shaft and pulling him along to his own climax just a half-second after her.

They both slumped in the desk chair, sweaty and panting.

"Twice in eight hours." Kevin muttered into Gwen's main of copper-red hair. "That's more than we've done it in the past month."

She rested her head in the hollow where shoulder met neck. Dark bruises had formed on his throat from earlier and she tried to ignore them. "You better have gotten me pregnant."

"Right. Because everyone gets pregnant on their first try." He laughed into her hair.

With a groan of effort, Gwen pushed her self up off of her husband and stood. Taking off her glasses, she wiped the sweat from them. "While you were sleeping, I made reservations for us at Elzars. In case you wanna do what _normal people_ do on their anniversary and go out to dinner. I also stocked the kitchen with gatorade and jerky in case you wanna stay in and pump me full of semen instead."

"You say the most romantic things." He commented. "What I really want is a shower."

"We could also go dancing." Gwen continued. "We haven't been dancing since our wedding."

"I only know how to do the dance from the diner scene of Pulp Fiction." Kevin reminded her.

"I'm aware of that." It was what they danced at their wedding. Because goodness forbid Kevin Levin learn anything new (that didn't involve oil, grease, or beating people up). "I'd still like to go dancing. Then come back here and have more sex!"

Kevin just shook his head in defeat. There was no way she was gonna let him weasel out of it. She was gonna make him give her another baby and heaven help him if it was another son because Gwen would want to try again, and again, and again, until she got the daughter she wanted. He had a sudden -horrible- vision of them several years in the future with eleven sons, no daughters, and Gwen still trying to conceive. Heaven help him indeed. Kevin went to find his dress shirt and a pair of nice (clean) slacks. If they were gonna go out, he better look his best. A shower was probably in order too. Elzar's was a nice place. Can't show up smelling like BO and sex.

But it was after they got out of the shower and were getting ready to go out that both their Plumber's badges beeped with an emergency alert.

"So much for our anniversary." Gwen sighed.

"I'll got change into my proto-tech armor."

…


	4. Episode III

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode III**

"Ugh! Gross!" Manny exclaimed from the passenger seat.

"Was it necessary to recount all your sexual escapades in detail?" Helen asked from the back seat. She did not need to know the kinds of weird kinky shit Kevin and Gwen were into. "There are _children_ in the car!"

She indicated Devlin (whom was still fast asleep), and Kenny (whom was now looking at the back of Kevin's head like he'd just discovered sight for the first time -none of the other adults around him talked about secret adult things so freely). Across Helen and Kenny's lap, Zed gave an 'Arf' of agreement. She had learned that bipeds had an irrational aversion to discussing mating habits around their offspring.

"I get that you've been _literally_ living under a rock for the past ten years." Julie added. "But, come on! Would you have been that graphic if your son was awake?"

Kevin thought about that for a moment. "Well, I _would_ have to have the Talk with him eventually…"

"Gross." Manny said again. "Whatever. We're here."

The car pulled through the broken and crumbling perimeter wall of what had once been an experimental military base. Los Solidad had always been a little run down in Kevin's opinion. Ever since the first time he, Tennyson, and Gwen ran across it. But now it looked even shabbier. Few buildings were still standing. There were more piles of rubble or naked scaffolding where he remembered other structures being. The power lines were downed in a few places and Kevin had to wonder what they were doing for electricity -if they were in fact actually using electricity at all.

Kevin killed the engine and got out, looking around.

Manny got out after him. Leaning over the roof go the car, he said, "Listen, man, um… we all thought you were dead. So wait out here for a sec while we break it to the others. This is a happy shock, but its still shocking."

The Osmosian raised one Taydenite blue eyebrow. "Okay…?" Then a thought occurred to him. "Oh, god! Did Gwen remarry!? You need a moment to break it to her and her new guy?"

Manny opened his mouth as if to say something. Thought. Closed it again without saying a word.

"Kevin, Gwendolyn's not… with us. Anymore." Julie tried gently. She helped Helen pull the sleeping Devlin out of the car while Zed and Kenny piled out on their own.

"Why are you all talking about the Witch like she's dead and we miss her?" Kenny asked, glancing between the adults.

"'The witch'?" Kevin blinked at the kid's blatant disrespect of the woman whom was named his Godmother. "Tennyson lets you talk that way?"

Julie placed a placating hand on the boy's shoulder before he could say something shocking. "Kenny, your Uncle Kevin's been trapped in that mine for the past ten years. He doesn't know everything you know. We have to be gentle when telling him -otherwise we might hurt his feelings."

Kevin raised the other eyebrow at that, but said nothing.

"Feelings? _Feelings!?_ " The boy repeated. "You're worried about hurting his _feelings_ while she has-"

The boy was cut off mid-sentence by Julie picking him up and carrying him towards what looked like an old barracks. Helen hefted the unconscious Devlin her arms and followed Julie's example, pausing just long enough to assure Kevin and Manny, "We'll be right back."

Zed look between Kevin and Devlin, not sure which one she should stay with. Since he was born, she never left Devlin's side. But it had been so long since she'd seen Kevin. Like everyone else, she thought he had died in the initial invasion and she mourned her former Master who never really felt like a Master. She certainly cared for Kevin more than she ever cared for Khyber -it was one of the reasons why she was so fiercely protective of his pup.

"What is going on here?" Kevin asked Manny. "What are you guys not telling me about Gwen? Where's Tennyson? Why are you all squatting in Los Solidad instead of living in your regular homes in Bellwood?"

Manny sighed and scratched his head awkwardly. At a loss as to what to say. "Listen, man, I don't know how to tell you this, but… You lost that day. That day Vilgax brought over an army of Chimera Sui Generis and invaded, we didn't win. You died -or we thought you died-, Gwen was taken prisoner, and Ben… Rook says something went wonky with the Omnitrix. He's still alive, but he's in a coma and can't help us. We're the only ones left to fight the good fight and we're losing."

Ship opened the door for Julie who was she dragged a struggling Kenny.

The building that was originally contracted as a barricks was converted into a sort of makeshift command center -since the actual command offices and buildings of the base were already leveled. Kai was studying a heap of maps, all marked with red lines showing the movements of Chimera Sui Generis patrols, some also sporting yellow lines marking the territory or influence of Vilgax's Earth-born allies. She looked up when the other woman entered -and shot to her feet when she saw her son.

"Where the hell have you been!?" She rushed to him, practically pushing the other woman out of the way in her hast to get to her baby.

Helen entered next, carrying Devlin. She laid the unconscious boy down on top of Kai's maps and explained. "These two showed up on our mission."

" _What!_ " Kai's exclamation was shrill and strained. She turned back to her son. "Why would you do that!? What's wrong with you? You could have been killed! I've already lost your father, I don't need to lose you too! Don't do this to me! If I wasn't so happy that you're alive I'd kill you myself! You're grounded! You are so grounded you don't even know how grounded you are!"

From a side door on the opposite wall, Cooper and Leah entered looking concerned.

"What's all the shouting about?" Asked Cooper.

" _Devlin!_ " Leah exclaimed the moment she saw her grandson laying unconscious on the table. She quickly rushed to the Osmosian's side and checked his pulse and breathing before deciding he was just asleep and not unconscious. "What happened?"

"These two stowed away on the raid." Snarled, angry at no one in particular but no less livid.

"They did what?" Leah turned her attention back to the sleeping boy, reexamining her diagnosis. Making sure he was just asleep and not actually seriously injured. "Did Devlin get hit?"

"No." Kenny assured her. "Well, he did fight this big guy. But that's not why he's asleep. He fell asleep when Kevin changed him back so we could all fit in the car."

The boy said it so casually. But at the mention of Kevin, all the adults in the room paused and turned to gape at Kenny as if he'd just grown a second head.

"Sweetheart," Kai began gently, "you're Uncle Kevin's dead. You never met him. What are you talking about."

"He's talking about Kevin." Julie assured them all. "Helen found him in the factory. That was how they were able to produce so much Taydenite even though its not a naturally occurring substance on Earth. They weren't mining for it, or synthesizing it. They were _growing_ it -from Kevin."

"No way!" Cooper exclaimed.

"He's alive!" Leah demanded, voice laced with mingled hope and skepticism. Hope because she'd lived these past ten years thinking her only son was dead, and skeptical for the same reason. "Where is he?"

"Outside with his car." Helen said as if this should have been obvious. The only times when Kevin wasn't with his precious car was when he was boinking his wife. Since Gwen was unavailable, he would be wherever the car was.

"I have to see him!" And Leah was out the door before anyone else could stop her.

The others might not have been quite as motivated as Kevin's mother, but they were no less curious. As far as they knew, Kevin Levin had died ten years ago on the day of the invasion. To discover suddenly that he was alive and had just been held prisoner instead was… incredible! It brought with it an almost secret hope. Not anything any of them would say out loud. But, if Kevin was alive, then maybe Ben would wake up from his coma and beat Vilgax. Maybe they could save the Earth and everything would go back to the way it was. Maybe…

Kevin was startled when practically everyone came piling out of the barracks and surrounded him like he was some strange and unusual spectacle. In addition to Helen and Julie, there was also Cooper, Ben's wife Kai, and his mother.

"Mom!" He blinked at her. Of all the people he knew, she was one of the last he would have expected to find fighting a rebellion against evil alien invaders. Not because she wouldn't think it was a just cause, but because she was to gentle and caring for violence. She was a nurse for goddsake! Weren't they supposed to take an oath of 'Do No Harm' or something like that? Didn't fighting in a war break that oath? But confusion aside, he was happy to see his mother alive and well.

Leah grabbed the smooth sides of his Taydenite face and peered at him critically. Taking in the set of his jaw and the slope of his eyebrows. But overall, she was looking at his eyes. Those dark eyes so like her own. Even covered in whatever matter he might absorb they stayed their natural color. A brown so dark they might as well be black. She was looking for any signs of deception. That he might not be her son after all. Or if he was, he was under mind control or enemy influence of some kind. A decade ago the idea never would have even occurred to her. But after ten years of fighting -and the betrayal of her daughter-in-law- Leah had become suspicious, skeptical, and distrusting.

Finally she concluded, "It is you!"

"O… kay… Not sure who else I would be."

"Why are you still covered in Taydenite?" Cooper asked.

At that Kevin crossed his arms over his chest. "I haven't changed my proto-tech armor in ten years! You guys really don't want me to let my armor down. Not until I've had a shower and a change of cloths. …Maybe a broad spectrum antibiotic too. Been living in my own filth for a while."

"Fine." Kai took charge of the group. "After you've washed up, you're gonna tell us how you survived the invasion."

"Fair enough." Kevin agreed. "And then someone can finally explain to me what I've missed in the past ten years and why everyone is tip-toeing around mentioning Gwen around me."

…

Devlin was awake again by the time Kevin finished his bath. A bath, not a shower. The running water was a bit unreliable. Kevin entered the converted command barracks wearing cloths borrowed from Cooper, and Devlin quickly decided that purple and gold did not look right on his father. He stared at the older Osmosian as he sat down at the map table.

Kevin didn't look much like his picture.

Of course he wouldn't. That picture was taken when Kevin was only sixteen while now he was in his late thirties, pushing forty. The hair was longer, of course. But the jaw was more pronounced, the chin more squared and sporting an X-shaped scar. The eyebrows were thicker and his forehead had scowl lines that he didn't have when he was sixteen.

"Okay." Kevin began. "Now what's going on?"

Kai took her time in answering. She rolled up her maps and packed away anything that might look like an attack plan before beginning. "Like Manny already told you, we lost that first fight. Gwendolyn was captured, we thought you died, and Ben's been in a coma ever since. In the ensuing chaos, Vilgax took over the Earth, claimed my husband's unconscious body as a trophy, set up nine of Ben's regular enemies as _Rall'ya_ to govern the planet, and then took off back to Vilgaxia to subjugate and oppress us from afar. It took us the better part of a year to get organized, and we've been fighting an up-hill battle ever since."

"But what about Gwen?" Kevin pressed. "You said she was captured. Did any of you ever try to rescue her? Where is she? What kind of security is she under? How are they suppressing her mana? Have you even done any recon? You had ten years, people! What the fuck is the hold-up!?"

All these questions were met with nothing but more awkward glances. Kai, Julie, Helen, Manny, and Cooper all looked between each other, as if at a loss of what to say. Devlin didn't understand why they were all dancing around it. It was a simple fact he'd been living with his whole life. Standing, the younger Osmosian abandoned his Time Out and walked right up to the grown-ups table. He looked his father right in the eyes when he explained.

" _My mother's evil._ "

This statement was met with silence. Where once the adults were glancing between each other, now everyone was avoiding eye contact, doing anything they could to not look at Kevin.

"Evil?" He blinked at his son. "What are you talking about? Gwen's not evil. _I_ know evil and she's about as un-evil as they come."

More silence.

Someone coughed.

After the prolonged pause had dragged on long enough, Kai sighed in resignation. "Like I said, it took us the better part of a year to get organized. None of us really know how it happened. The last we saw her before she turned, she was Darkstar's prisoner. Ten months later she's out and about, taking orders from Darkstar and Vilgax, and making life difficult for us."

Kevin did not look convinced of his wife's villainy. "And none of you never tried to figure out what it was that made her turn? For all you know, she could be under mind-control! Or working some angle to free Tennyson -you did say Vilgax took him back to Vilgaxia with him, didn't you? Does she even know that Devlin is alive? Gwen wouldn't just abandon her son! I mean, up until a couple hours ago, you all thought I was dead! If Gwen thinks both me and our baby were killed in the invasion she might think she has nothing left to lose and is just trying to save her own life. If we can show her that Devlin and I are alive and well, maybe she'll come back to us."

All these suggestions were met with more awkward glances.

" _What!?_ " Kevin demanded. "What's with all the looks? What else are you not telling me!?"

This question was met with more uncomfortable silence.

 _"What!?"_

"Kevin…" Julie began gently. "There's no easy way to tell you this. We all know how much you were in love with Gwen. But… she's with Darkstar now. I mean _with_ Darkstar. I don't think they're married but, um, Gwen had a child with him."

Everyone held their breath, fearing the Osmosian's reaction to this news. Kevin did have a bit of a violent temper and a habit of flying off the handle and going crazy at a moment's notice -given the right triggers. But all he did was blink with incomprehension. "No. Gwen had a child with _me_."

A person could almost feel sorry for him.

"She replaced me with _her!_ " Devlin snarled, voice practically dripping with vehemence and distain. "Len Morningstar. If I ever meet her I will _kill_ her!"

As if there hadn't been enough stunned silence in this conversation already. Kevin's mouth hung partially open as he gaped at his son. It wasn't the fact that he was only eleven and harbored murderous intentions. Kevin harbored murderous intentions for Tennyson when he was the same age. It was just everything. He couldn't believe what they were telling him. Gwen was with Darkstar now? Gwen had a child with Darkstar now? A daughter. The daughter she always wanted… and Kevin wasn't the one to give it to her. He felt like crap.

…For all of five seconds.

Then Kevin snapped to his senses.

There was no way in hell Gwen would be with _Darkstar_ consentingly. He had to be forcing her, or manipulating her, or controlling her somehow. She might have a daughter with the bastard, but Kevin was sure it wasn't willingly. That bout of self-pity Kevin was about to indulge in quickly transformed into righteous anger. Darkstar spent the last ten years forcing himself on Kevin's wife! He was going to kill the little leech. The next time he saw that blond, skeleton-faced, scumbag he was going to beat him to within an inch of his life! Cut his dick off and present it to Gwen as proof that the wretch couldn't hurt her any more. Then she'd be back with him. They'd be together again -like they belonged- and could return to living happily ever after. (Except Kevin would still be stuck raising Darkstar's daughter. So, life wouldn't be as perfect as Kevin might like, but at least he'd have Gwen.)

Kevin shot to his feet. "I'm going to get my wife back."

Practically everyone at the table jumped on him to try and hold him back and keep him from leaving.

"Don't rush off half cocked!" Manny told him.

"You have no idea what you're getting into!" Helen reasoned.

"I know you don't believe us, but Gwen will _kill_ you!" Julie insisted.

"She follows Darkstar's every command." Cooper added.

Kevin didn't listen to a single one of them. They didn't know a thing about him and Gwen. Gwen wouldn't kill him, Gwen loved him. Maybe she did listen to Darkstar -for whatever reason- but the moment she saw him and knew that he was alive, she'd come to her senses and come back to him. That was one of the things that made Gwen, _Gwen_. She always believed in him. Even when he was one of the Rooters… even when he was Ultimate Kevin and trying to absorb her… Not once did Gwen ever lose faith in him, his goodness, or his capacity to change. She never once gave up on Kevin, so Kevin wasn't about to give up on her!

Then Kai -the only one who'd remained seated- said the one thing that could make Kevin stay. "So, you're just gonna leave Devlin?"

Kevin froze.

Turning, he studied his son. It had been ten years since he last saw the boy. Devlin was just a baby back then. Only a year old. Not even speaking yet. Now he was eleven years old. The same age Kevin was when he ran away from home and started living on the streets. He was skinnier than Kevin would have liked, not quite as skinny as Kevin himself had been at that age -his mother and Kai obviously made sure the kid stayed fed- but he was still skinnier than Kevin liked. With long dark hair pulled up into a high ponytail that showed off the shaved sides of his head. Eyes the same shape and color as his mother's, a vibrant emerald green. He looked sullen and dejected. And Kevin suddenly realized how this must seem to him.

As far as he knew, his mother had abandoned him and replaced him with another child. (And didn't Kevin have comments for the adults about allowing him to believe that!) But now, suddenly, he finds that his father -whom everyone believed was dead- is actually very much alive. But instead of scooping the boy up in his arms and pledging his strength and devotion to the boy's safety and protection, and promising he'll never be alone again, the first thing Kevin does is rush off to be with the woman Devlin believes abandoned him.

Kevin knelt down in front of the boy, placing both hands on his narrow shoulders. "Devlin, I have to get your mother back."

"Why?" The boy demanded. "She left you to rot in that hole. Gwendolyn doesn't want us, Dad. And I don't want her either! I hate the Red Witch!"

Kevin was struck speechless. He had no idea what to say to this. A child shouldn't hate his mother. Even when Kevin was his age, demolished his mother's house, and ran away, he never hated her. He was young, angry, frustrated, and confused. But he never hated her. "Devlin, you can't mean that. You don't hate your mother."

"Yes I do!" The boy insisted. "She's done nothing for me! Nothing but chase, imprison, or kill my friends. She hates us! She hates all of us! Why shouldn't I hate her back?"

"Your mother loves you." Kevin shook his head. "She loves you more than anyone. You're her precious baby."

"No. Len Morningstar is her precious baby. I'm just yesterdays trash she threw out."

"I can't believe what I'm hearing!" More than he couldn't believe when they told him that Gwen was now with Darkstar and working with Vilgax. Standing once again, Kevin rounded on the adults at the table. "How can you -how can _any_ of you- let my son think his mother hates him? What's _wrong_ with all of you!?"

Now Kai stood, jabbing an accusatory finger at Kevin. "You can't come in here and start judging us! You've been living under a rock these past ten years. While _we've_ been fighting _war_! For _freedom!_ And also managing to keep two children alive and healthy. Devlin is a smart kid, he can believe whatever he wants to believe. So long as he stays out of the way and doesn't get himself or my son killed. I raised your kid for you, Kevin. Now stop whining about how I did your job for you and explain to us how you managed to survive the attack when you were supposed to have died!"

…

(A/N: Whoot! And now I have finally established the main conflict! It only took four chapters. Its funny, this fic actually started as a fill for one of _my own_ challenges in the ff.n forums. The challenge was to write a fic where Gwen was the villain and Kevin is the one to insist that she's still good and can be reformed. I liked the idea of the role reversal and it was something I hadn't seen anyone else in the fandom do yet. But, sadly, no one accepted my challenge. So I decided to fill the challenge myself and write my own role reversal fic. Gwevin for ever!)


	5. Battle: Kevin

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Battle: Kevin**

With the sound of screeching tires to announce its arrival, the dark blue GTO Judge skidded to a halt just on the edge of the battleground formerly known as Downtown Bellwood.

As far as battles went, it was a bit bigger than the average. Main Street was completely torn up, the asphalt blown away, exposing the city's piping and cables. Many of said pipes and cables suffered damage of their own and the entire block was backed out and flooded in places. The Trade building was collapsed across the street on the far side, serving as a barrier to keep the battle contained on that end.

Patelliday, Gunther, Rook and Ben were already there.

"Seems like you've already got a full team." Kevin commented when he and Gwen jumped out of the car. But it was only after they crossed the distance between them that Kevin saw the shape Ben was in. "Christ, Tennyson! The fuck happened to you?"

Spreading up his arm, starting from the Omnitrix on his wrist was an angry-looking rash. Dark red on the edges, purple in the middle and blistered and pussy all over. The veins of his arm were swollen and bulged out all the way up to his neck and chest. Kevin could see them poking out over the collar of his shirt, or bulging beneath the fabric.

"Its not that bad." Ben insisted through gritted teeth. "Doesn't hurt a bit."

That was a bold-faced lie. But nobody took the opportunity to call him out on it as a shell was promptly dropped on them from an atmo-fighter of an alien make and model. Gwen was quick to react, throwing a large bubble shield of mana over them all before the thing could explode over their heads. When the smoke cleared, they were the only things left not converted into dust in a ten meter circle.

"That was a Chimera Sui Generis ship." Kevin observed.

"Its Vilgax." Gunther informed him. She brushed her short hair back behind her ear and swapped out her rifle's power pack. "He brought himself an army to play with this time. Also got some of our local regulars to join the fun. We got Dr. Animo, Zombozo, Darkstar, Rojo, Captain Nemesis, some prince from Zarkovia I've never heard of, Vulkanus, and Albedo."

"It wouldn't be a problem if I could just transform." Ben assured everyone, hissing with pain and gripping his arm tightly. "But the Omnitrix won't let me."

Gwen pursed her lips, staring in concern at how red and inflamed Ben's whole arm looked. Not just his arm either, the rash was spreading up his neck -probably across his chest too. She cast a spell of revaluation to try and figure out what the problem was. If ti was something they could fix quickly then Ben -in his infinite ego- could just save everyone and they all cold go back to enjoying what was left of their day. The annoying thing was, magic and technology didn't always work well together and the Omnitrix was highly complicated technology. At best, all she got was a general idea of the problem.

"I'm not sure…" She began. "But I think this is part of a metamorphosis. You know how sometimes the Omnitrix will do funky things to him when one of his aliens goes through one of their natural life cycles."

"Ah! You mean like when Ben's face looked like moldy pizza back when Swampfire was going through its change." Rook beamed with recognition, relieved that this was something normal and nothing to be worried about.

"Or when Tennyson got pregnant because it was Big Chill's time to spawn." Kevin jeered. He was never going to let Ben live that down.

"Okay. But that doesn't help us _right now_!" Ben snarled. His alien metamorphoses usually took a couple of days to resolve themselves and this battle was going on _today_. He needed the full use of his Omnitrix _now_ , not two days from now!

Kevin thought for a moment. "Okay, what if we cut off access to the specific alien that's going through the change. The ones Tennyson didn't have access to never affected him before they were unlocked. Babe, which one is it?"

"I don't know. The spell didn't reveal that part."

He muttered something rude about magic being illogical and unreliable under his breath. "Okay then, I guess I can try and figure it out. Can the rest of you keep us covered?"

Kevin placed both his hands on the Omnitrix and closed his eyes.

"You're not gonna absorb it again, are you?" Ben asked.

"Really, man? You wanna have this argument again? Right now?"

"I'm just saying', your history with the Omnitrix hasn't exactly been the cleanest." Ben reminded him. Because it was true. The count of times Kevin absorbed the Omnitrix to date was up to five by this point. While -now- he could control it thanks to some mental power he accidentally absorbed from another villain they'd fought -Proctor Servantis, leader of the Rooters- he could control himself now, it was still something nobody particularly wanted to go through again.

"Ya know what? You can fix your own damn watch!" Kevin threw his arms up in frustration while laser blasts and bombs raged about them. Debris was thrown up in the air and rained down around them in showers of dust and spray.

A new whispering of pain shuddered up Ben's arms and he grabbed Kevin's wrist with his good hand. "Okay, okay, I'm sorry. Do whatever it is you were gonna do."

Kevin nodded. He wasn't really gonna abandon Ben to fend for himself. It was just an empty threat. The Osmosian placed both his hands on the watch face again and closed his eyes.

He wasn't going to absorb it. At least, that was not the plan -although, accidents did tend to happen around him whenever the Omnitrix was involved. But Kevin's main intention was _not_ to absorb the power of the Omnitirx when he touched it with his bare hands. Instead, he was doing something similar to when he finally figured out how to change Devlin to human form from his mutation. He wasn't so much 'absorbing' the Omnitix as he was 'exploring' it. Melding just enough of himself with it to examine the device from the inside and find the trouble.

It was a skill he never would have even imagined before he absorbed Servantis' mental powers.

Ten thousand aliens was a lot to sift through, but the one that was giving Tennyson trouble had to be close to the front of the line up. Somewhere in the top ten -maybe top twenty. But as Kevin sifted through the aliens, he couldn't find any that felt different from what they should. (And he'd absorbed the Omnitix enough times to know what the aliens should feel like in their base states.) There was something definitely off with the Omnitrix. It definitely felt different than all the other times he'd absorbed it. But the feeling couldn't be tied to any one single alien. More like it was the watch itself that was going through the metamorphosis.

Kevin withdrew himself from the device and opened his eyes. "I can't find the one that's causing this."

Ben had shifted from gripping his arm to clutching his chest. "Maybe its me?" He suggested. "Maybe I'm the problem."

"No, its got to be the Omnitrix." Kevin insisted. "Maybe its not an alien but the watch itself. Maybe the Omnitirix is evolving?"

"That's stupid. You're stupid!" Ben groaned.

"When did this start?" Kevin demanded, trying to figure out what else could have caused the Omnitrix to go all hinky.

"Yesterday." Ben confessed. "A little before Kai went into labor."

" _Jezus Christ, Tennyson!_ And you didn't think it was important to tell someone!? The fuck is wrong with you? Sometimes, I swear…"

The Hero of the Universe only shrugged. "Kai was having the baby and Rook's Leave starts tomorrow. I didn't wanna worry anyone."

Kevin wanted to pound him into the ground for his stupidity. But that wouldn't help the situation right now. Instead the Osmosian just snarled. He might have shared a few choice words with the Hero on his priorities or lack of forethought. But at the exact moment, another Chimera Sui Generis atmo-fighter pass overhead dropping another bomb close to them and the last cracked remnants of Gwen's mana shield crumbled around them. Kevin threw Ben down for cover just in time to avoid getting sliced across the face by shrapnel.

"Omnitrix sure picked a fine time to go fritzy." He growled.

"You're telling me!" Ben spat out a mouth-full of dirt.

"Where's Vilgax?"

"Over there." Ben pointed. "Somewhere."

Kevin followed his finger, squinting through the flying debris, laser blasts, and mana orbs of the fight to see a large, humanoid figure with beard-like face tentacles stalking towards them. "Okay. I'll take care of the big bad this time. You are gonna do your best impression of a helpless bystander and stay the hell out of everyone's way. Got it?"

The great Ben Tennyson, stay out of the way and let other people be the hero? Surely he was joking! "Have I told you yet this week that you're an ass?"

"Oh, stop. You're making me blush." Kevin lifted him up by the back of his shirt and gave him a good kick to the backside to get him moving out away from the battle. "I'll see you on Saturday to show you how to instal the carseat. Its not easy!"

"Wait! You can't fight Vilgax on your own!" Ben protested.

To that Kevin just scoffed. "Oh, and what can you do? Bore him to death with one of your heroic speeches about goodness and friendship?"

Ben threw his arms up in frustration. "Ya know what? I hope he maims you!" And the Hero of the Universe stomped away to sit in Kevin's 'everything proof' car (it would be the safest place close to the battle field).

Satisfied that Tennyson was out of the way now, Kevin turned his attention to the Chimera Sui Generis leader -VIlgax, Conqueror of Ten Worlds (as if the number 10 was somehow still impressive, ha!). Closing his hand around a segment of rebar that was jutting out from a broken segment of concrete, the Osmosian absorbed enough of the steel to cover his whole body in silvery armor. He and Vilgax met about half-way across the battle field.

Kevin wasn't the type to waste time or words on pointless banter -at least, not with anyone who wasn't from his own small Rouge Gallery- that was more Tennyson's thing. Instead, he went right in for the attack. Morphing one hand into a spiked mace and the other into a hammer, Kevin jumped at the alien warlord, going for a high attack.

Vilgax swiped him out of the air as if the Osmosian were as inconsequential as a gnat.

Skidding in the dust, Kevin came to rest at the feet of one of Dr. Animo's mutated creatures.

"Oh, this isn't gonna be fun." He groaned just as the beast picked him up in its jaw and began shaking him like a dog sakes a rag toy. Shifting his hammer hand into a long blade, Kevin stabbed up through the soft pallet of the creature's jaw, penetrating into its brain. It died instantly, collapsing to the ground in a heap of muscle, scales and fur. Kevin crawled out of its mouth covered in thick viscous saliva. This was not how he wanted to spend his anniversary.

Standing, the Osmosian glanced around, searching for Vilgax. He'd lost sight of the warlord during his oral adventure with mutant teeth. But it didn't take Kevin long to find him again. The Chimera Sui Generis leader was once again stalking towards Tennyson, still waiting patiently in Kevin's car -teeth grit against whatever it was happening with the Omnitrix and his arm. Now Kevin had to hurry and play catch-up to Vilgax before the warlord could reach the helpless Hero.

Another squad of atmo-fighters passed overhead, dropping another round of bombs. Someone grabbed Kevin, thrown the both of them down for cover before they could be sprayed by heat and debris. The pressure from the bombs cracked and warped the steel of his armor and Kevin dropped the matter and reapplied with concrete. The two of them stood and the Osmosian saw that it was Rook that saved him.

"Watch yourself!" The Revonnahgander snapped at him.

"Tennyson's helpless right now." Kevin reminded him. "We can't let Vilgax get to him!"

"Gotcha." Rook nodded. He pulled his proto-tool off his shoulder and switched it to cross-bow mode. She shot a few more of Animo's creatures with stunner or tranquilizer bolts to take them out of commission without killing them. Unlike Kevin, Rook recognized them as being just as much victims as anyone else and planned to reverse their mutation when this battle was won.

With the path now -somewhat- clearer than it had been a moment ago, Kevin sprinted back after Vilgax.

The alien warlord was already at the car by the time Kevin got there. He'd dragged Ben out and was holding him by the throat. His legs dangling impotently off the ground as Vilgax lifted him high.

Kevin morphed his now concrete hand into a hammer and brought it down hard on the arm holding his friend.

Vilgax let go, taking a step back in pain. Ben fell to the ground, gasping for air.

Grabbing a fist full of t-shirt, Kevin hoisted the Hero of the Universe back to his feet. His arm looked even worse than it had a couple moments ago. Not just rashy and inflamed but swollen and pussy. Traveling from the Omnitrix, up the arm to his chest.

"I'm finding that you amuse me less and less." Vilgax growled, low and threatening.

"Title of your sex tape." Kevin rolled his eyes. His attention was more focussed on Ben anyway. "That's it, Tennyson, I don't know what's causing it, but whatever it is, I'm yanking it right outta that watch!"

And the Osmosian closed his hand over the Omnitrix's watch-face. He felt it earlier. A 'wrongness' with the device. He couldn't connect it to any specific alien, but it was definitely there. An over-arching feeling of ' _different'_. It was that feeling that Kevin latched onto with his power and pulled. Trying to absorb whatever the hell was wrong with the Omnitrix into himself instead so that Ben would be cured and could use his abilities freely.

It didn't work out quite the way he planned.

Kevin didn't absorb the whole Omnitrix. Not like he did when he was eleven, or seventeen. But he did absorb _something_.

Vilgax's crimson eyes went wide as Ben screamed in -something more than pain- like Kevin wasn't absorbing something from the Omnitrix, but ripping a piece of Ben himself out _through_ the Omnitrix. Kevin stopped almost the moment he began -feeling strange himself. Something about this whole situation was off and none of them had the time to sit and figure it out with Vilgax and his allies breathing down their necks.

The Osmosian staggered backwards, leaning against his car. Feeling disoriented.

Ben collapsed to the ground -unconscious and unmoving. But his arm looked better. The swelling and puss was gone and the rash had subsided. The veins of his arm were still bulging, traveling up his arm and across his chest from the Omnitrix. The Omnitrix itself had gone dark. No longer glowing green like it usually did, but not red like when it timed out either. Just dark. Like the thing was off, or in stasis.

"Tennyson!" Kevin groaned through momentarily blurred vision. "Tennyson, get up!"

Vilgax was grinning a wide grin of malicious triumph now and Kevin did not like it. He had a very bad feeling that he might have just accidentally helped the warlord win this round.

"You're alright now. Stand the fuck up!" Kevin snapped. But Ben was out cold and completely non-responsive.

Reaching down, Vilgax picked up the Hero of the Universe and threw his limp body over one shoulder.

Well, if Tennyson wasn't gonna do anything, then Kevin would! He flattened a hand over the hood of his car to absorb the 'everything proof' paint and sealant. Covered in dark-blue armor now, the Osmosian threw himself at the Chimera Sui Generis warlord. But before Kevin could strike a blow, Vilgax shifted his hold on Ben so that the unconscious Hero was positioned like a human-shield in front of the alien terrorist. Kevin froze mid strike, not wanting to kill his best friend and wife's cousin.

Vilgax laughed at him. "I remember when you and Ben Tennyson were still hatchlings, you wouldn't have hesitated to run his through. You could have been a great warlord, but Ben made you weak."

Reaching up over his other shoulder, Vilgax withdrew his large broadsword. Wielding the gargantuan blade in one hand, he slashed downward at the Osmosian. Kevin just managed to shift his hand into a shield to block the blow before Vilgax could cleave his head in two. With his other hand, Kevin slashed low, at the Chimera Sui Generis' knees or groin. Anywhere that was an easy target that didn't run the risk of accidentally cutting Tennyson too.

"You're wrong!" Kevin snarled back. "Tennyson made me _better_!"

If they weren't locked in a sword battle. Both using their arms for something important, Vilgax might have shrugged. He never really cared for Kevin one way or another. He was an unremarkable ally the one time they joined forces and an equally unremarkable adversary when he became a member of Ben Tennyson's entourage. The Osmosian was really just more annoying than anything else. Not worth the effort it would take to kill him, but just bothersome enough to make Vilgax not want to leave him alive.

"'Better' maybe. But still not good enough!"

And Vilgax did something Kevin did not expect. He threw Ben at him. Hurling Tennyson's limp body at the Osmosian. Kevin dropped his weapons instantly, morphing his arms back into hands to try and catch his friend's fall. But the moment his guard was down, Vilgax grabbed Ben's ankle and yanked the limp body out of the way, bringing the pummel of his sword down on the Osmosian's hard head. He was still wearing his 'everything proof' armor, and so the blow didn't kill him. But it did knock him unconscious.

Kevin fell to the ground. The matter he absorbed melting from his body. He heard someone scream his name. Gwen maybe? And then there was nothing.

When he woke up, he was in Vulkanus' Taydenite frame. Somewhere underground. The battle far away and long over.

…


	6. Episode IV

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode IV**

"Its your fault!" Kai smacked Kevin across the face the moment his narrative was finished. "Its your fault my baby had to grow up without a father!"

Kevin glared at her. He would admit -just to himself- that his impatient and rash action probably was the thing that lead to Tennyson's coma. And maybe he did deserve some of the blame for what happened as a result of that. Vilgax taking over. Earth being occupied by his forces. Their friends all being driven from their homes and living as fugitives while they fought for freedom alone. But he was _not_ about to be smacked around, blamed, and bitched at by the woman who was so willing to just write his wife off and allow his son to grow up thinking his mother hated him. That was something Kevin wouldn't allow.

"And because of _you_ , my son had to grow up without a mother!" The Osmosian snapped back. "So we're even."

Off to the side, the barracks door opened and closed again. Leah returning from the medical building with the broad spectrum antibiotic Kevin ordered. "Did I miss an argument? Honestly, Kevin, not even back a day yet and already causing trouble. I don't know what I'm going to do with you."

" _I'm_ not the ass-hole this time!" Kevin snarled at his mother. "And _you_! Mom, how could you let Devlin grow up thinking Gwen hates him? Gwen loves him more than she loves _me_!"

With a dejected sigh, the old woman dabbed at her son's arm with an alcohol swab. "Kevin… I really liked Gwen. A lot. She was smart, and independent, and never hesitated to put you in your place when you needed it. And she was a good friend. I never expected to be friends with any girl _you_ could possibly bring home. But I really liked Gwen. But, after the invasion… you dead, her captured… I don't know what happened, but she changed. She's not the same woman I used to know. She's still smart, independent, strong, and doesn't hesitate to put people in their place, but… now its just for the other side. And she's ruthless about it. She… evil. Devlin's better off without her."

Leah jabbed the needle in his arm and depressed the plunger.

"Ow! I just can't believe that."

"You can believe whatever you want." His mother shrugged. She packed up the used syringe and alcohol swabs. "But right now, we gotta get moving. Julie and Helen's mission might have been a great success, but they're gonna know we couldn't have hit the Taydenite factory from very far away. It won't take them long to find this base. Rook and Argit are back and say they've found us a new place. I suggest we get gone while the goings good."

Suddenly everyone was a swirl of motion and activity. Their argument forgotten in the much more immediate need to move.

Kai's maps were already rolled or folded (depending), and were one of the first things hoisted over her shoulder and carried outside. Other started pulling sheets or blankets off the beds and folding them. Leah disappeared back out of the command barracks to pack up the medical building. Kevin stood there, not really sure what to do. It wasn't like he'd never been on the run before, or never knew how to break camp or pack-up and hideout. It was just such a sudden shift from arguing with each other to cal my working together with urgency; that, and he was still a little off his game from being shackled under a rock for ten years. The Osmosian suffered a short moment of indecision.

Devlin pulled on his arm. "C'mon, Dad. You can help Kenny and I burn anything we're not taking with us."

"Why?" Kevin blinked.

"Can't leave our mana behind." Ben's son explained as he pulled a mattress off a cot and began dragging it towards the door. "Can't leave anything the Witch might use to track us."

Devlin rushed to his friend's aid and together, the two of them got the mattress out the door with little trouble.

Not really knowing what else to do, Kevin grabbed the nearest mattress to him -not caring whether someone had slept on it or not- and followed the boys out. They threw their mattress down in the middle of the dirt, away from the buildings, Kevin threw his down on top of theirs.

"Just pile everything here, Uncle Kevin." Kenny beamed up at him. This was exciting, getting to work with the legendary Kevin Levin, one of his dad's best friends -even if he did have misplaced feelings for the Red Witch. The only thing that would be better than having Kevin with them would be having his actual dad with them. Ben Tennyson, Hero of the Universe. But maybe now that they had Kevin, they could come up with a way to rescue him! Something crazy that none of them would have thought of -since everyone said Kevin was kinda crazy. "Devlin will light it up for us once we've got everything. Oh! Go grab all the used band-aids and stuff from the med-building. Can't leave that stuff either."

The little miniature Tennyson disappeared back into the barracks to grab another mattress, Devlin following after him.

Kevin watched them for a moment longer, an idea occurring to him. If no one ever left anything they touched or their mana signatures behind, then of course Gwen wouldn't know her son was alive! If she knew that her baby was with them, she would not have allowed herself to become their enemy. Didn't anyone else realize that? If Kevin could just let her know that he and their son were alive, then she would come back to them. Return to her normal self and return to his side. He crossed to the medical building just like Kenny suggested, but helping his mother pack-up was not his main objective.

Inside the medical building, Kevin found Cooper and Rook Blonko helping his mother sort through and pack away medical supplies.

"You still alive?"

Rook looked up from what he was doing, face breaking into a smile. "I am amazed you are still alive! We all thought you died that day."

Kevin just shrugged. "Yeah… turns out Osmosians are pretty hard to kill."

He crossed the room and started pulling open drawers. Pulling out anything that wasn't what he was looking for and tossing it in boxes. He could have been a little neater, but packing things up to move the base was not Kevin's main objective. His main objective was to leave a message for Gwen. Something that would let her know that he was still alive and get her to stop whatever it was she was doing that had everyone convinced she was 'evil'. Kevin knew 'evil' and Gwen definitely could not be it.

Something interesting he came across while packing up (read: riffling through) the med building made Kevin pause in his search. It was something he did not expect to see. An Omnitrix.

Not the Omnitix, of course. It looked nothing like the current incarnation of the device -or, the last incarnation of the device that Kevin had seen. It was smaller. More watch-like, less glove-like, and looked to still be in a state of construction (or repair, he supposed). The face was missing, exposing the circuits and boards inside. Ten tiny little nodes were arranged in a semi-circle around the inside of the rim and Kevin could only assume they were DNA samples. Without even realizing what he was doing, Kevin reached a hand out to touch the Omnitix-like device.

"Oh, no you don't!" Cooper scrambled over and quickly packed the project away with just as much care as haste. "Haven't you learned by now? Only bad things happen when you touch Omnitrixes."

"I was just-" Kevin began only to realize he didn't actually know how to finish that sentence. "Nevermind. I was looking for something else anyway."

' _Ooh! That's interesting…'_ Kevin wheeled around suddenly. For half a moment, he thought he heard Tennyson's voice. But that couldn't be right, because Kai said that Tennyson was both lightyears away on Vilgaxia and in a coma on top of that. There was no way he could be hearing Tennyson. Sure enough, when Kevin turned around, there was no one there. Just empty air.

"Are you okay?" Cooper asked. Both he and Rook were looking at him strangely and Kevin quickly decided that he did not like it.

"Never better." He went back to packing up the cabinets and drawers for his mother.

Finally, he found a scalpel in the same drawer as the sterile syringes. Picking one up, Kevin made a long cut across the palm of his hand, cupping it so that the blood pooled there.

"What are you doing!?" Rook's eyes went wide with concern. Kevin always was a little crazy. Even when he was sane, he was still mad as a hatter. But cutting was new. Kevin had never been a cutter.

"Leaving a message." The Osmosian answered truthfully. Using his own blood, Kevin wrote a word on the wall. Just one word. The only word he needed to make everything stop. The safety word. ' _Sonnet'_. If she was pursuing them -as everyone insisted she was- then she would see it and know he was alive. If she didn't believe it, all she would have to do is sense his mana through the blood and there would be no more denying it. She would have irrefutable _proof_ that her husband was still alive. She would stop whatever it is that she was doing and come back to them -come back to _him_.

She had to. Because it was what Kevin always did.

Every time he went bad. Whether it was by absorbing to much energy and going mad, or being taken in by an uncommonly persuasive villain's psycho-babble speech… whether he tried to absorb her mana, or vowed to hunt down and kill her cousin… Kevin always stopped and came back to Gwen. Always. That was how he knew she would do the same.

Always.

…

The sun was just cresting over the hills when the Red Witch arrived at the destroyed Taydenite factory. The heels of her red stiletto boots crunching on the gravel as she glared at the destruction around her.

Where once there had been a sheer cliff-face, cut out from a series of hills, there was now a collapsed and crumbled bowl of stone and rubble. Pickax Aliens rushed about, digging out their comrades who were underground at the time of the explosion. There was once a time in her life when seeing people working so desperately to save their friends might have moved her. Slipped in under the armor around her heart, made her feel pity, or at the very least sympathy. But now, older and jaded, all she felt was annoyance.

Using her mana, the Red Witch grabbed one of them. Lifting the creature up to eye-level to demand, "Where's Vulkanus?"

Frightened speechless by the Witch, all the diminutive creature could do was point to the collapsed bowl of the mine. So, Vulkanus was caught in the explosion. If not caught by the actual blast, then by the shaft collapsing. He was buried alive. Oh, he wouldn't be dead. Of that the Red Witch was sure. The Detrovite criminal turned Rall'ya was to resilient for that.

Dropping the Pickax Alien, the Witch walked right up to the edge of the bowl. Muttering a quick spell, she lifted away the caved in rocks, scaffolding, and miscellaneous debris. Pickaxes paused in what they were doing to gape at her display of power in awe. Boulders and stones drifted lazily overhead while she sifted through it all, picking out bodies from the dirt -some of them were even still alive! Finally, she found Vulkanus.

HIs bulky mech-suit was broken beyond all use and he waddled uselessly, held by the Witch's power, in his natural form. A disproportionate infant's body with an adult head. The Witch set him down on the ground so she could talk down to him when she demanded, "What the hell happened here last night?"

The Detrovite glared up at her, refusing to be intimidated by the Anodite. He was more than well aware that the Red Witch had more than enough power to destroy him with little more than a glance. But he also knew that all the great and terrible power was reigned in. Held in check by the tight leash Vilgax and Darkstar squeezed around her. She could destroy him, but Vulkanus knew she wouldn't.

He also knew that she was the last person Vilgax would want investigating last night's rebel attack.

Any other rebel attack, fine. Just not this one. One of the things that made her leash so tight, the control Vilgax had over her so complete was the belief that her mate and first offspring were dead. Killed in those first few days of the invasion. In all honesty, Vulkanus thought the whelp was dead too. Without either parent to care for it, what other assumption could be made other than the infant died of neglect, or exposure, or what-have-you. But last night, Vulkanus discovered the whelp survived. The Witch could not know that. Neither could she learn that her mate was alive either. She must continue to believe that all she had left in the world… all she had left to live for, was her daughter. Her one and only child.

That was how Vilgax maintained control of her.

"What are you doing here?" The Detrovite demanded. He glared up at her, matching her menacing stare with one of his own. It was far less intimidating given his small stature and infant-like proportions.

"Apprehending the rebels is my job." She reminded him.

That was true. Tracking down and killing her former friends was the sole mission Vilgax tasked her with. The one job she was given in his new world order. Not because they weren't her friends anymore, but because they used to be her friends. The idea was that she would rather be the one to end them and give them the mercy of a quick death rather than letting another enforcer or Rall'ya get to them first and draw it out with torture or torment.

But she couldn't know about Kevin. He was a game changer. A wild card. One never could predict the next hand when Kevin Levin was in play.

"Where's Darkstar?" Vulkanus demanded. "I wanna talk to him."

"You want to bother the Ninth Rall'ya because you're a little pissy about having me on your turf?" She raised an eyebrow.

"I'm Second Rall'ya." He reminded her. "And I demand to speak with him."

With an exasperated shrug, the Witch gave up. It wasn't worth arguing over. She pulled her communicator off her belt -one of the only practical articles on her absurd costume- and tossed it on the ground next to the Detrovite. "Fine. Do whatever you want."

She crossed her arms over her chest -pushing her breasts up- and walked away from Vulkanus.

"Stay the fuck away from my mine!" He called after her.

"You mean your _crater_?" She snapped back. But she did as she was told all the same. She might be more powerful than him, but he still outranked her. He was a Rall'ya, she was just an enforcer. The Red Witch wandered over to examine a hole in the fence instead.

She rubber her hands over her arms to try and work some warmth into them. The day would be warm and sunny, but it was still early morning and the night's chill hadn't complete left yet. Of course, her scant uniform didn't help much either. She used to have underwear that covered more than what Darkstar made her wear these days. A bikini-style top made from vinyl (or latex) that displayed her cleavage and belly, short-shorts of either leather or spandex that hugged her ass or showed off some cheek, and stiletto heeled boots that came up over the knee. All in the same shade of red as Vilgax's banner. Most impractical combat uniform ever!

From the cut fence, the Witch could sense Julie's mana. So, she was on the mission last night. But there was also faint traces of Manny and Helen and she felt a pang of jealousy at that realization. They were both still alive and together. That just wasn't fair. Her husband was dead. Their baby -her eldest baby- was also dead. Manny and Helen would never have children, their hybrid physiology made offspring impossible for them. But they still had each other. They still had a partner and companion to face the harsh and unforgiving realities of life with. That was something the Witch didn't have.

On the other side of the fence, partially hidden by a disused shipping container were tire tracks. The Witch slipped through the fence and crouched down next to the tracks -and instantly recognized the treads. It was a car the rebels used often enough, but she would have recognized them even if the vehicle was rarely used. It was her late husband's car. She really didn't know how she felt about that. On the one hand, Kevin always had been a bit of a rebel-without-a-cause. He might like the fact that his 'Ride' was finally being put towards a cause. On the other hand, it was her dead husband's car -his third great love. After their son, and after her, that car was the thing Kevin loved most in the world. If the Witch had it her way, she would have left the GTO Judge as a shrine to him -since he had no grave she could visit. (Not that Darkstar would let her visit her husband's grave if he had one.)

Speaking of Darkstar, Vulkanus came waddling back up to her, holding her communicator up to her. "He wants to speak to you."

Reaching down, the Witch snatched the communicator out of his pudgy hand and stepped over the diminutive Detrovite as if he were an insignificant rat. "Yes?"

"Come home, my Lovely." The words might have sounded sweet, affectionate almost. But the tone was firm and commanding.

"Our benevolent Thulu won't appreciate you pulling me away from my duties." She reminded him.

"I'll clear it with Vilgax later." Darkstar assured her. "Come have breakfast with your daughter and I."

As unappealing as the idea of sharing a meal with Darkstar sounded, the idea of getting a few quiet moments of some something resembling 'normal family time' with Len was very appealing. Even so, she couldn't allow herself to forget the reason why she even did this in the first place. "You know what happens if I displease our master."

"I'm sure Vilgax will forgive you for just once." Darkstar sounded so casual, but there was an undertone of tension that the Witch only just barely managed to detect in his voice. "How often do we get to share a meal like a real family?"

Not because she wanted to be with Darkstar, but because she wanted to be with her daughter, the Witch gave in. At least she could be secure in the knowledge that Darkstar gave the order to call her off -he would be the one to take the fall if Vilgax was displeased. She was just an enforcer, after all. She took her orders from the Rall'ya, and Darkstar was a Rall'ya. "Alright, Darkstar, I'm coming back."

"And, Lovely Gwen, call me by my name." Was the last thing he said before she hung up.

…

Len and Darkstar were already at the table when the Witch arrived. The curtains of the parlor were thrown open and warm buttery sunlight streamed in through the tall arched windows. It would have been a rather inviting scene, if only the Ninth Rall'ya weren't in it.

Darkstar perused a report on his datapad while he poked at his breakfast crepe. Len was on her phone, arguing with… someone. The girl was only nine and the Witch did not approve of her daughter being given a cell phone so young. But Darkstar was lenient and doting and gave her practically whatever she wanted -regardless of what her mother had to say on the matter.

Off to the side, Igurax, Len's Chimera Sui Generis body guard stood off to the side. Keeping a carful vigil on his charge from a polite enough distance to give the illusion of privacy.

The Witch hated Igurax.

Not personally. He was always nothing but polite and respectful to her. He didn't talk much -although she knew he could both speak and understand English perfectly- and mostly just kept to his task, not allowing himself to be distracted by socializing. So it was not a personal dislike that the Red Witch had for the squid-faced alien. The dislike was on principal. They called him a 'bodyguard' and the term was meant to imply protection. But it was not Len's life Igurax was charged with protecting. Instead, it was his Thulu's interest he was protecting. Without Lenette Evelyn Morningstar, Vilgax-Thulu, Conquerer of Ten Worlds (eleven worlds now) did not have a leash to hold the Red Witch.

"No, no, no." Len was saying. She ran a hand through her bleached blond hair in irritation, the ebon-black roots had grown out enough to show quite obviously again and that was probably irritating Darkstar. "You don't understand. I did you a favor. That means you _owe_ me. I don't think I need to remind you what happens to people who don't make good on their debts."

She sounded so much like her father when she was haggling over favors and debts, or trying to broker deals. She didn't act like a normal nine-year-old. In fact, the Witch was fairly certain that a number of the people Len dealt with didn't even realize she was a child. Only communicating over the phone or message dead-drop, one couldn't tell her real age. Len conducted her business like an adult. The Witch sat down next to her daughter.

"See? I knew you could be reasonable. Now I gotta go, a VIP just showed up." She ended the call and turned to her mother. "Hi, Mom. Don't usually see you home after a terrorist attack."

"I arranged for her to have a day off." Darkstar informed the girl. He set the datapad down and sipped his morning coffee from a dainty china cup.

"Ooh! Can I have the day off from school too then?" Len asked, actually acting her age for once.

"No." Both her mother and Darkstar refused in almost perfect unison.

The Witch looked up. It was so rare that they agreed when it came to raising her daughter. Their eyes met over the table and Darkstar smiled at her. The Witch looked away. "Igurlax will take you to school like he does every day."

"But, Mom…" Len whined. Then she quickly changed her tactics, knowing that her mother was the firm and immovable authority, the girl instead turned to Darkstar. "Daddy, please… Maybe I can fight terrorists too!"

For half a second, the Witch thought Darkstar was about to give in. He doted on her hopelessly. Not because he loved her as his precious little girl, but because he was determined to make sure she loved him. Because, if she loved Darkstar, and Darkstar-Rall'ya was loyal to Vilgax-Thulu, then Len would also be loyal to Vilgax. And if her daughter was loyal to Vilgax, that was one more chain binding the Red Witch's loyalty.

Darkstar studied the little girl's pleading face -so like her mother's. A heart-shaped face, still round with youth, high cheek bones, radiant emerald green eyes crowned by thin eyebrows. If it wasn't for that _fucking black hair_ , Darkstar could have easily allowed himself to believe she was his daughter. She _should have_ been his daughter! But that damn Osmosian bastard got to the Lovely Gwendolyn first. That damn hair was like a bold black sign announcing to the world that Darkstar-Rall'ya's woman bore another man's child. It infuriated him, and to spite the fact that he often gave her exactly what she wanted, it was actually remarkably easy to deny the girl. She was not his daughter.

"Do as your mother says."

With a groan of disappointment and a huff of defeat, Len pushed back from the table and stomped off to grab her school bag. Igurlax following dutifully behind her like a green, tentacled shadow.

The maid Darkstar employed came up with a fresh breakfast crepe for the Witch and began clearing Len's place setting away.

"Alone at last." Darkstar sighed, gazing at her across the table with an expression the Witch _refused_ to call 'affection'. "What shall we do with our day? With no former friends to hunt down, and no obnoxious children underfoot."

His tone told her he already had an idea of how he wanted to spend the day and the Witch knew exactly what it was.

"Whatever you want." The Witch was demure, submissive, and unassuming. She cut into her crepe slowly and with purpose, using the meal more as an excuse not to look at her master rather than an actual interest in the food. Not that she didn't like the crepe, Darkstar's housekeeper was an excellent chef. She just never felt particularly hungry right before she was dragged to his bedroom and forced to allow him to feed off her mana while he also… did other things to her body.

Reaching across the table, Darkstar placed a hand over hers.

She looked up startled. But there was no feeling of being drained. No sucking sensation on her skin to indicate that the maw in the palm of his hand was beginning to feed.

"Smile for me, Gwen." He said. "You're so lovely when you smile. My Lovely Gwendolyn…"

With effort, the Witch forced a pleasant smile on her face. It didn't quite reach her eyes, but it seemed to satisfy Darkstar. "Shall we move the rest of our breakfast to the bedroom?"

The pleasant smile wavered, but the Witch held it in place when she asked, "Is that a request, or a command?"

"Does it need to be a command?" He asked. That meant it _was_ a command. He just wanted to feel like she came to him willingly. Darkstar liked to pretend that she loved him and wanted him. But the Red Witch would never love again. That part of her heart died with her husband.

Standing, the Witch came around the table. Leaned down, and kissed Darkstar on the mouth.

He reached a hand up, cupping the back of her head and deepened the kiss. He flicked his tongue over her full red lips, requesting entrance, but when she didn't immediately comply, Darkstar forced his way in. Prying her lips apart with his tongue and thrusting the slippery muscle down her throat. He moaned into her mouth and held her more firmly when she tried to pull away. Not letting go until he was satisfied.

When he finally did allow their lips to part, Darkstar stood. Taking her by the arm -as if he were any kind of gentleman- he lead her to his bedroom.

The Witch began disrobing the moment the door was closed behind them. Unclasping the front-snap of her bikini-like vinyl top and shrugging it off her shoulders. He came up behind her, cupping her breasts in his hands, and that was when she felt him begin to feed. A slight sucking on her skin, just below her nipples on the under-boob. The physical feeling itself wasn't all that unpleasant. In fact, it was rather like receiving a hicky. A half-sucking, half-biting sensation. The unpleasant part was the feeling of her mana being drained away. Forcefully wrenched from her body by a dangerous and uncaring predator hiding behind the facade of a handsome face.

She gasped at the feeling.

Darkstar nuzzled her neck, almost affectionately. "Moan for me, my Lovely."

Sucking in a breath, the Witch let it out again in a deep breathy moan.

His hand's released her breasts, the feeding paused as he slid his fingers down over her flat belly to the buckle of her belt. He undid the clasp easily enough and the article fell away. Clattering to the floor. She pulled away from him (and he allowed it) enough to sit on the bed, and unbuckle her boots.

"No, no. Leave the boots on." He commanded.

Wordlessly, she buckled them back and stood to take off her shorts. They slid off her round hips, bunched at the top of her boots, and were pulled down the rest of the way. Her panties were the next thing to go. Before long, the Witch was standing before him wearing nothing more than her red stiletto boots and that pleasant smile he requested earlier.

"Beautiful." Darkstar breathed, as if this were the first time he'd ever seen his Lovely Red Witch naked before. But then, that was just the way he was. He treated every sexual encounter with her like it was something special to be savored and treasured. It would have been sweet -if he wasn't such a selfish and unpleasant asshole. "You are the most lovely creature in the universe, Gwendolyn."

She just lowered her lashes demurely and tried to widen her smile, make herself look pleased. Complements were supposed to make women happy, right? But then again, lovers were also supposed to be allowed to say 'No' if they didn't want it. The Red Witch did not have that option.

He backed her up the bed again and she laid down in submission.

"Not yet." He shook his head. Taking her by the hand, Darkstar lifted her up and switched their positions so that he was sitting on the bed and she was in front of him. He unzipped his fly and eased his pants off his narrow hips enough for his erection to bob out. "If my Lovely Lady would be so kind."

Obediently, she lowered herself to her knees and closed her mouth over his stiff member. Licking his shaft with her tongue, slathering the organ in her spit so that it was nice and slippery and her lips slid around it easily. The Witch bobbed her head up and down, massaging with her lips, licking with her tongue, and sucking with her throat. Lowering her face down, she took him as deep as she could without gagging, then raised herself back up slowly. Back down. Back up.

"Faster." Darkstar moaned, his hands tangling in her copper-red hair.

Grabbing fistfuls of her hair, he forced her face down on his cock and began bucking his hips. Forcing his dick down her throat farther than was comfortable for her and she had to fight the reflex to gag while he fucked her face.

When he finally let her up for air, the Witch gasped loudly. She knelt on the floor in from of him panting. The color high in her cheeks.

Darkstar smiled at her, stroking his cock. It was still wet with her spit and his hand slid over it easily. With his other hand, he reached into the bedside table and withdrew a bottle of lube. Gwendolyn always needed a little help getting started. He didn't understand how Kevin could stand it. Fucking such a dry and inhospitable little cunt. But, then again, some guys were into that stuff. Not Darkstar. He liked his woman slippery.

"C'mere." He commanded, voice thick and heady.

Obediently, the Witch stood and sat on his lap, adjusting her balance until she was in a position where he could easily slip inside her. Darkstar squeezed a thick dollop of the lubricant into his hand and worked it into her sex. Sliding his fingers inside her, making sure she was nice and moist -inside and out.

With both arms under her thighs, Darkstar lifted her lithe frame, just enough to slide her down onto his throbbing hard cock.

He liked doing it on the edge of the bed, specifically the side that faced the mirror. Darkstar loved watching himself fuck his woman. Seeing his dick slide in and out of her. Watching her face as he pounded her. Her breasts bouncing. Lips parted in a silent gasp. It was the hottest fucking thing ever!

"You like that, my Lovely?" He crooned in her ear.

It was all the Witch could do to respond with a throaty, "Mm-hm."

The Witch did not enjoy sex with Darkstar. The fact that she wasn't allowed to refuse aside, the position was uncomfortable, the mirror was humiliating, and -most irritating of all- he was a talker. There was nothing worse than a man who couldn't shut the fuck up during sex!

"You love my dick, don't you." He would say while watching his cock slide in and out of her. "Say my dick's better than Kevin's."

In all honesty, it wasn't. Darkstar was a bit longer than Kevin had been, but Kevin was fatter and it was really the girth that the Witch liked. That, and the Osmosian could do things with his penis that just weren't possible for Darkstar.

"Your dick is so~o much better than Kevin's!" She moaned.

"That's right, my Lovely." And he kept thrusting. HIs eyes watching himself slide in and out in the mirror and not her face. That was fine. That meant he didn't catch the expressions of mingled irritation and disgust she couldn't hide. She hoped he would come soon. He wrapped one arm around her mid section, hand flat over the side of her ribs, and resumed feeding. Sucking her mana out with his hand, while it dick continued to pound her body. "Say you love me."

"I love you." She repeated dutifully.

"Say my name!"

"Micha-"

He came before his name was even completely off her whole body going tense. His face pinching into an expression of strained release. Then, just as suddenly as he tensed, his whole body relaxed. His face melting into an expression of euphoria and he allowed the Witch to slide off him. She rolled onto the bed and laid down properly. Taking a moment to compose herself before she had to talk to him again. Darkstar likewise rolled over, as if to cuddle.

He rested a hand on her flat belly and the Witch wondered if he was going to ask again. Ask her why -in ten years- she never gave him a single child of his own, while she gave Kevin two in just as many years.

But he said nothing. Instead removing his hand and standing. Darkstar always felt energized after sleeping with her. Most likely from the mana he stole from her when they did. "I should probably call Vilgax. Explain why I pulled you from responding to the attack."

"Why _did_ you pull me?" She asked.

He opened his mouth to answer. Thought better of it. Closed it again. Darkstar pulled his pants back up and left without answering her question.

...


	7. Episode V

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode V**

"You were right to recall Gwendolyn." Vilgax-Thulu nodded over the video chat.

It was a conference call. Him, and the nine Rall'ya Vilgax placed in power to oversee the Earth for him. Darkstar, Dr. Animo, Zombozo, Rojo, Captain Nemesis, Prince Gyula of Zarkovia, Vulkanus, and Albedo. He leaned back in the frame and from over his shoulder, the other two could see his throne room.

A wash of violet tinted metal walls and pillars, trimmed with green buttresses and arches. Red banners bearing Vilgax's crest hung from the ceiling and on the walls behind him flanking his prize. On the wall behind the throne, hanging from his wrists, one arm red and irritated-looking with swollen veils bulging up the arm to the neck, was Ben Tennyson. The Hero of the Universe.

To all the world, he looked dead. The only indication that he was actually still alive was that -in ten years- the body had not begun to rot, and he continued to age. Periodically, the Thulu would allow his trophy to be taken down and washed. His cloths replaced and his beard trimmed. But that was all the care Ben Tennyson got. Vilgax rather liked him this way. Still alive, but comatose. As helpless as a drowning kitten. Unable to get in the overlord's way ever again.

He stroked his face tentacles thoughtfully. "I don't think Gwendolyn would betray me outright." He admitted. "Not so long as I still have Igurax poised to dispatch her brat should she try. But there's no telling what Kevin will do. He always has been a bit unpredictable."

"Kevin Levin is insane!" Vulkanus added. "You can't predict crazy! He could do anything from killing his own mate, to hijacking a ship and flying to Vilgaxia to rescue Tennyson -or anything in between."

"Levin's perceived sanity or insanity is not the issue here." Prince Gyula said. "Regardless of what he does with his freedom, the fact that he is free will bluster the rebels moral. They'll get bolder and more aggressive. Its harder to fight people who think they're going to win. Confidence makes them dangerous."

"Actually, the issue is Taydenite supply." Albedo cut in, narrowing red eyes that were identical to Ben's own apart from the color. "Without Kevin to harvest from, our Taydenite stores will be depleted in a little over a month's time. Our army will be running off of _nothing_. Regardless of what Kevin does or doesn't do with his newfound freedom, the rebels _did_ gain a significant victory in rescuing him."

"I knew it was a bad idea to keep him alive!" Darkstar snarled. " _I told you_ it was a bad idea to keep him alive! He should have been killed years ago!"

"Keeping the Osmosian alive was a practical move given his abilities to produce Taydenite." Captain Nemesis reminded him. "An army is only as powerful as the fuel that propels it."

Darkstar looked like he was about to argue the point, but Rojo cut him off before he could. "The only reason you want him dead so badly is because the Witch likes his dick better than yours. You're scared you're gonna lose your whore."

"And why not!" Darkstar snarled. "The lovely Gwendolyn was supposed to be _my_ prize! My payment for supporting Vilgax's takeover! I fight for him and hand my home world over to his control and in return I get the woman all to myself to do whatever I want with! But now I have to share her with all of you _and_ the rebels! And now I'll have to share her with Kevin, too!"

"That's enough!" Vilgax's low and threatening command shut everyone up. "It was my idea to use Gwendolyn as a weapon against her former friends and allies. Are you challenging my orders, Darkstar?"

The blond man-leech instantly demurred, lowing his deep blue eyes. "No, my Thulu. Of course not."

"That's what I thought." He humphed. "But you do bring up a valid concern. Now that Kevin is out, our control of Gwendolyn might weaken. We can't use her in that way anymore. Gwendolyn will no longer actively pursue the rebels anymore."

Darkstar looked back up, startled by the overlord's concession, but hopeful. He never wanted to exploit Gwendolyn like that. Use her as a weapon against her friends. Send her out to hunt and fight. No. He wanted to keep her in. Stay with him in his family's home. Service him in more domestic ways. Ways that required her to stay home, or stay in his bedroom. Sate his multiple hungers… _That_ was how Darkstar wanted to use Gwendolyn. His lovely Gwendolyn.

"The daughter, on the other hand…" Vilgax continued slowly. "Does she have any powers? Is she trained?"

"No. She's not." Darkstar informed him. "I've allowed Gwendolyn to teach her how to shift her form so that I don't have to look at that hideous stone body. But she is not trained in using her Osmosian abilities any other way. I was under the impression we wanted her to remain helpless and easy to kill."

"Is she loyal to you, me, and this empire?" The Chimera Sui Generis Thulu asked. That was one of Darkstar's duties as custodian of the girl and her mother. Raise her to be loyal to Vilgax. Raise her to hate her mother's former friends. Raise her to think they're evil terrorists and that they -Darkstar and the other Rall'ya- are noble, and just, and only want what's best for their planet and its people. "Have Igurax train her in combat and send her out against the rebels."

"Gwendolyn will object." Darkstar reminded his master. "Lenette is the only thing she cares about."

"Remind her what will happen to dear sweet little Lenette if she _does_ object." Vilgax commanded. "The whelp is only allowed to live by _my charity_."

"Yes, sir." Darkstar nodded. "I'll take care of it."

"While this little power game you're playing with Tennyson's cousin is very entertaining, it doesn't solve the problem of the Taydenite supply." Albedo reminded them.

"Taydenite is not a naturally occurring mineral on Earth." Vulkanus added. "I'll need at least one Osmosian to get my operation back up and running."

"Lenette can't both hunt rebels _and_ produce Taydenite." Darkstar argued. When did he become the brat's advocate? She wasn't his child. She was nothing but a burden. A constant reminder that his woman didn't actually love him. And yet, he found himself arguing on her behalf. When did he start to care?

"No." Vulkanus agreed. "The daughter can't. But the son…"

"The son?" Darkstar echoed. "But… I thought the son was dead. I had Gwen. You had Kevin. Without parents to take care of it, he had to have died!"

"Apparently, Osmosians don't die easily." Albedo scoffed. "With the brother producing Taydenite for us, there's no need to keep Kevin alive. And with the sister hunting the rebels, he's less likely to resist -wouldn't want to harm his daughter."

"And so the daughter will kill the father!" They all laughed at the irony.

…

The Red Witch stood in front of the mirror, examining her body. Counting the new star-shaped bruises that marked where Darkstar fed. Two new ones on her chest, one on each breast on the underboob. One on her abdomen, off to the side, just above her hip. Two on the insides of her thighs. She didn't feel those, must have happened right when he penetrated her, when she was paying attention to other things.

This was what she'd become.

Nothing more than an object for Darkstar's indulgences. His lust for mana. His hunger for sex.

Nothing more than Vilgax's puppet. Betraying her friends and serving her enemy.

But she did it. To keep her daughter alive and safe. That was the coin that bought her loyalty. Len's life.

She abandoned her examination of her reflection and moved to the bathroom. Finally peeling out of her boots, she turned on the shower and stepped under the spray.

Originally, when she discovered she was pregnant again, the Witch believed it was Darkstar's and planned to abort the fetus. She couldn't use most of her Anodite powers. At the time, Darkstar kept her captive and passive with a bracelet that dampened her mana. It was a little piece of technology he picked up from a Sinthroid. It was practically designed to hold Anodites helpless and prisoner. It trapped her power inside her own body. But inside her own body was all the Witch needed to abort the fetus.

She adjusted the water's temperature and wet her hair.

During a meditation, the Witch delved deep inside herself -to her womb and found the foreign life that was growing there. She planned to destroy it. Rip it apart with her much more mature and potent power. But then she sensed something she did not expect. The Witch thought the child was Darkstar's -he had slept with her almost every night since the conquest of Earth- but it wasn't Darkstar's mana she sensed in that tiny little life. It was Kevin's. A strange mingling of herself and Kevin. The last piece of Kevin left living in the world. She had to keep it. Had to protect it. It was all she had left of the man she loved.

The Witch shut her eyes as she lathered soap in her hair.

Darkstar also thought the child was his and he was so proud of himself for getting his woman knocked-up so fast. Thought it made him virulent and strong. Potent and powerful. More of a man -or whatever. The Witch lived in constant anxiety for those nine months. She hoped against hope that the baby would look like her and not its father. That it would have her Anodite powers and not its father's Osmosian mutation. Darkstar believed the child she carried was his, so long as nothing happened to prove that idea false they would be fine. Both her and her baby would be alright.

She stifled a sob and tried lying to herself that it was the soap that made her cry.

But then Len tumbled out of her womb. A baby made of wood, and stone, and Taydenite. The exact same mutation Kevin underwent when they were teens. When he and Ben tried to hack the Omnitix and the backfire triggered his body to grab and hold onto the three forms of matter closest to him. Wood, Taydenite, and stone. There was no denying that she was Kevin's daughter and not Darkstar's. That was her downfall. That was both their downfall.

The Witch sank to her knees. No longer bothering to offer herself the lie that she was crying because of some stupid soap.

Darkstar wanted to kill the child right then and there. Her baby hadn't even been alive an hour yet. Hadn't even been named yet. But her life was already threatened. Darkstar spent the past nine months believing the child she carried was his, then it tumbles out and is very, very obviously another man's. He held the baby in his hands and tried to suck her life force out of her. The Witch tried to stop him. Falling out of bed and crawling to his ankles. Trying to muster up enough strength for a spell. But she was to weak from the birthing and to drained from his constant feeding. That, and even if she had been at full strength, the bracelet she wore would still have made mana attacks impossible. With no other options left to her, the Witch begged. Begged for her daughter's life. She would do anything -anything- he wanted if he would just spare her baby's life. She already lost one child. She couldn't lose another.

Her pleading didn't instantly change Darkstar's mind. But it did stay his hand long enough for a member of the house staff to inform him that he had a call from Vilgaxia. The Thulu wanted to speak with him. Darkstar left the baby in the hands of a maid and went to see to his master. The Witch didn't know exactly what was said in the closed door call. All she knew for sure was that it was Vilgax's idea and a direct order for Darkstar to use her daughter to control _her_. Hold her daughter's life in trust against her loyalty to them. ' _Do as you're told and your daughter lives. Betray us, and she dies._ ' As simple as that. What other choice did she have? The Witch agreed. She would follow Vilgax and Darkstar's every command. She already lost her lover and one baby to the overlord's take-over, she couldn't bare to lose another.

Then the bracelet came off, and she could use her powers again.

Doubling over in the shower, the Witch hugged her shoulders and cried. Crying in the shower had become a habit for her. It was the one place she could be completely alone to vent her feelings. Her fears, her griefs, her frustrations, her pains. Her husband and the love of her life died on the battle field. Their son also perished alone because Darkstar didn't have enough mercy in him to allow her to go out and look for her lost child. And her daughter lived with a constant threat to her life if the Witch did not remain perfectly obedient to Darkstar and Vilgax.

The sound of the water masked her sobs and the stream washed her tears away. When the shower was done, there was no evidence of the Witch's weakness at all.

She reformed the walls around her heart. Building them back up from bricks of necessity and the mortar of practicality. There was no point in feeling anything. Feelings would only get in the way of what she had to do. Buy her daughter's life with the lives of her former friends and allies. The Witch would harden her heart and do this thing, not for herself but for her baby. Her one surviving baby. Len was all she had left to lose -a hostage to fate as much as she was a hostage to Vilgax. She would do anything and everything in her power to keep her daughter alive. Even hunt down and kill Rook, and Kai, and everyone else.

They meant nothing compared to the life of her daughter.

Standing again, the Witch shut off the water and stepped out of the shower. Wrapping one towel around her long copper hair -Darkstar wouldn't let her cut it- and another around her wet body.

Darkstar was just reentering the bedroom as she was stepping out of the bathroom.

He looked her up and down. Taking in the droplets of water dripping down her neck. Following their path over her collar bone to disappear down between her breasts, beneath the towel. The towel itself that hugged her curvy figure and was just barely long enough to cover her most intimate of places, but not nearly long enough to hide her supple thighs. Darkstar smiled with appreciation, licking his lips.

Suppressing the urge to roll her eyes in irritation, the Witch smiled back at him. That same pleasant smile he requested at breakfast. It must be nearing noon now. Time for his lunch and it looked like she was on the menu.

Trying not to grit her teeth, the Witch hardened the walls around her heart and allowed the towel to fall from her curved body, pooling on the floor abound her ankles. Then she pulled the towel from her head, shaking out her flame-colored hair. It tumbled around her shoulders in a wet mane, sticking to her cheeks and collarbone. "You're insatiable."

That smile of appreciation tuned downwards in a businesslike frown. "Later. I have new orders from our Thulu."

"Oh." The Witch bent down to retrieve one of her towels, holding it against her front in an effort to cover her nakedness. In all honesty, she was relieved he wasn't in the mood for seconds just yet. But that relief was overshadowed by the fear that always went hand-in-hand with orders from Vilgax. Each new command, each change in the routine was a new pressure on the Witch and a new threat to her daughter's life. "And what does our great Thulu want now?"

"Lenette will be trained in investigation and combat." He informed her. "When she's ready, she'll take over your job of catching your old friends."

" _What!?_ " The towel was back on the floor. Dropped in her shock and horror. Her baby girl, fighting for Vilgax? Fighting her old friends? They'd kill her! She was only nine! Just a child! The objection was on the tip of her tongue, but the Witch stopped herself before the protest could escape her lips. Instead, the asked, "Why? Have I displeased our master somehow?"

"No." Darkstar assured her. "No, my Lovely. You're always nothing but perfect."

"Then why does he wanna replace me with my daughter!?" She demanded, voice shaking with the effort to keep her tone controlled. "Len's only nine! She's still just a baby! What does Vilgax think she can do?"

"As you said, she's young. Your former friends -with their false sense of 'moral superiority'- will hesitate to fight back against her." Darkstar informed her. Then, he hesitated. "Also… the rebels have someone new with them. Someone dangerous. Someone I don't want you going up against. I don't… He'll take you from me, my Lovely. I can't lose you to him."

"But you'll send my baby up against this guy instead!?" The effort to control her tone was gone. The Witch snarled at him with all the vehemence and distain she truly felt for him. "The man that you're afraid will kill me, you'll gladly let kill her instead! You always resented my daughter! I know you did. Don't deny it! Now Vilgax is giving you permission to kill her!"

And it was the fact that Darkstar and Vilgax really did hold her daughter's life in their hands that was the only thing that kept the Witch from striking him across the face -or calling up her mana and doing something worse.

"He won't hurt Len!" Darkstar assured her -or, _tried_ to assure her. "As sure as I am that I'd lose you to him, I'm just as sure that he won't hurt our little Lenette. That's what gives her the advantage. How I know she can do this. She can attack without the fear of being attacked. Your little baby is the perfect weapon."

"I won't let you!" The Witch snarled, eyes glowing star sapphire. And for just a moment, one fleeting moment, she felt like herself again. Not a tool, or an instrument, or an object. But Gwendolyn Levin -Gwen Tennyson. Grand Magus and Anodite. Powerful sorceress and protector of the innocent. Because she was protecting an innocent. Lenette was only nine-years-old and while she liked to act like an adult, she lived a relatively sheltered life and was an innocent, defenseless, child.

Darkstar did not appear the least bit threatened by her glowing eyes or her predatory maternal tone. He matched her star sapphire stare and said simply, "Your permission is not necessary."

The Witch paused, eyes returning to their natural emerald color.

"Lenette might be your daughter, but her life belongs to Vilgax and he can do with her whatever he likes - _including doing away with her!_ " He snarled the reminder. "Lenette will take over your task of hunting the rebels. Any objections you voice will be taken out on her. So I suggest you get used to the idea. If you're really worried for her safety, I will allow you to assist Igurax in her training. But one way or another, she will do this, my Lovely. You can either help her, or make her suffer."

Teeth clenched, stifling a silent snarl, the Witch glared at him, knowing there was nothing she could do. Her daughter's life depended on her own complacency. With a conscious effort the Witch silenced the older Gwen Tennyson, barring her in and trapping her in a prison behind the walls she build around her heart. Her baby's life depended on her cooperation and there was nothing more important to the Witch than her child.

Nothing.

…


	8. Prelude: Gwendolyn

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Prelude: Gwendolyn**

With a stretch and a sigh, Gwen saved the document she was working on and stood. Her dissertation for her second doctorate would have to wait. It was time to tag-out with Kevin. Her turn to watch Devlin while he did… whatever he did with his time. Tomorrow his mother agreed to take their baby for the day so that they could have some time to themselves. But for now, their tag-team would continue.

She found her boys in the garage.

The hood of the car was up, but Kevin wasn't working on anything. Instead, he sat on the edge of the headlight with Devlin on his knee, pointing to all the various belts, and gears, and hoses in the engine. Zed was curled up at his feet, napping contentedly in the knowledge that she was with her humans -well, her Osmosians.

"…and this here is the water pump." Kevin was saying, tapping the part with his free hand, while the other kept the baby balanced on his knee. "That feeds into the cooling line which keeps the engine from getting to hot so daddy doesn't blow up when he's driving."

Gwen leaned against the doorframe that connected the house to the garage and watched her men. Kevin wan't the most conventional father in the world. But then, he never really had a very clear role model to draw from. Between the man he thought was his father having never actually existed in the first place, a convict he met in prison who taught him how to control his powers and then died, Proctor Servantis who used and manipulated him as a child, and her own Grandpa Max who didn't start mentoring Kevin until he was already almost a man, her husband didn't really have enough _pieces_ of father figures to make a whole one.

But he was trying his best.

Kevin had this idea in his head. A vision of what the perfect father should be -the father he always wished he had- and that was what he tried to be for Devlin. The father he never had. A strange amalgamation of the idea of 'Devin Levin' and her own Grandpa Max. It was sweet, and made Gwen love him all the more.

"Now this here, wrapped around the cooling line, that's the emergency cut off for the missile launcher." He continued. "Its important to have it close to the coolant system in case the trigger ever shorts and causes a fire. The emergency cut off syphons coolant and water from the cooling system to douse the munitions magazine. Otherwise everything just blows up."

Gawd! The engined blows up, the weapons systems blow up… what in Kevin's car wasn't rigged to explode!? Gwen was amazed she ever let her precious baby anywhere near that death trap! Never mind ride around in it. But Kevin was a genius mechanic and engineer and had never had a problem with his car for as long as she could remember. To spite the fact that everything in it was rigged to kill them all at a hair's trigger.

She coughed softly to get his attention.

He looked up.

"My turn."

"Has it been three hours already?" Kevin asked, hoisting Devlin up in both arms and standing. He crossed the garage to her. "We didn't even get to the fuel injector yet."

The moment Devlin wasn't immediately next to her, Zed woke up and trotted up to Gwen instead. Ever since the baby was born, the Anubian Baskurr never left little Devlin out of her sight. She guarded him almost as if he were one of her own pups. Kevin theorized this might be because Zed never had puppies of her own -he couldn't imagine Khyber ever taking care of a little of adorable alien doggies. Gwen couldn't imagine it either, but Zed wasn't fixed when Kevin adopted her, so she theorized that Zed might have had a litter but they were taken away from her at to young an age. So Devlin became a sort of surrogate puppy for her.

These were all just guesses, of course. Without knowing Zed's full history and without the Anubian Baskurr being able to talk, there was never any way to know for sure. What they could be sure of was that Devlin (and any other children they might have) had a life-long companion and guardian in Zed.

"Don't worry. I'm sure you'll get the chance to go over it all with him again once he old enough to actually retain the information." Gwen assured him. She plucked her baby from his arms and hugged the infant to her chest before leaning up to kiss her husband. "Has he been fed?"

"Would he be this quiet and well behaved if I hadn't?" He shot back. "He also had his nap already."

"That's an hour earlier than he's supposed to." Gwen huffed in annoyance. She sniffed her baby. "And he needs to be changed."

"Yeah, but my three hours are up." Kevin pointed to his bare wrist as if indicating the time on a watch -he didn't wear a watch. "Its Mommy Time now."

Gwen growled wordlessly and turned to stomp out of the garage. Zed following behind her.

Kevin was trying to be a good father -he really was. But he was still so deplorably useless when it came diaper changings or two AM feedings. He wanted to be the ideal father he never had, but he also hated doing anything that was gross or inconvenient. That was the one fatal drawback to having Kevin as a husband and father of her children. It wasn't the grotesquely deformative Osmosian mutation he passed on to his son, or the temper-triggered transformations that went along with said mutation, no. It was that -in a lot of ways- Kevin was still that same self-centered little pissant that tried to kill Ben when they were only just children themselves. It was Kevin's one fatal character flaw. He was an ass-hole.

Pulling the changing pad out of the diaper bad, Gwen laid her son down on the kitchen table and unfastened the bottom snaps of his onesie.

"Your daddy's so useless." She cooed as she removed the soiled diaper and wiped him clean. "I swear, if I wasn't madly in love with him, I'd have traded him in ages ago."

Devlin's only response to this was to giggled and pee up into the air. Gwen was just barely quick enough to jump back to avoid getting sprayed with the stream. She would make Kevin clean the floor and lysol the table later. If he wouldn't do diapers, then he would do that.

"You're lucky I love you too." She added as she finished wiping him and sprinkled baby powder to deter any rashes. Gwen pulled out a clean diaper from the bag and put it on him. The onesie was fastened back and she lifted her son into her arms again. "I swear, you and your father both. You think I'm just here to clean up your messes. But, ya know… I'll show him. As soon as I make your sister, he's not gonna have a choice but to change _someone's_ smelly diaper."

She grinned an evil grin and kissed her son's cheek. The glorious image of Kevin having to change Devlin's diaper while she was busy with Unnamed Daughter's, and the boy -who would be a toddler by that time- would pee up into Kevin's face. Ah, sweet justice. 'Don't worry, Kevin, urine is sterile.' She would say with a smile. She didn't know what it was, but something about being a mom made Gwen just a little bit of a sadist. She took pleasure in her husband's discomfort.

It was only after Devlin was clean and all the changing supplies packed away that Kevin poked his head in the kitchen. "Babe, I'm heading out for a bit."

"Be back in time for your next shift." She reminded him.

"I wouldn't dare be late." He assured her. Lest he get his head bit off by an exhausted, frustrated, over-worked, and pissed-off redhead.

He left.

"Looks like its just the two of us." Gwen cooed. At her side, Zed gave an 'Arf' of displeasure at being excluded. "Just the three of us, I mean. What shall we do for the next three hours? Well, if Kevin's already got you started on his car, I guess there's nothing wrong with reading you every book of sorcery in my library! Won't that be fun?"

Devlin's only response to this suggestion was to drool excessively.

Gwen's library was actually Ken's room -or rather, it used to be Ken's room. When her father signed over the deed to the three bedroom house to her, she was only just pregnant and she and Kevin didn't need all three bedrooms. They took the master bedroom for themselves, Gwen's old room was converted into a nursery for Devlin and then Ken's room was given over to her more than considerable collection of books -both magical and mundane. This seemed to irritate her older brother even more than the fact that Dad just _gave_ her the house.

Since Devlin was only a year old, it didn't really matter all that much what she read to him, he wouldn't retain it. The important thing was that she read to him and he heard her voice. So, Gwen selected a book more for herself rather than her baby.

They read for maybe about an hour before Gwen's phone rang. She expected it to be Kevin informing her that he was going to be late coming home and that she was now stuck with Devlin for an extended shift. If he did that, she was going to kill him. But the caller ID showed it was Kai.

"Hey, Kai!" She answered with a smile.

The other woman's voice came back shallow and strained. "Gwen, are you available? I need you to drive me to the hospital. My water just broke and Ben's out on patrol with Rook -I can't reach him."

Snapping the book shut, Gwen switched the phone to her other ear and stood, balancing Devlin on her hip. "I'm on my way."

Zed followed them out to Gwen's Civic and hopped in the back seat the moment she opened the door, curling up on the back seat right next to Devlin's carseat.

"Not this time, girl." Gwen huffed. "I gotta get Kai to the hospital and you can't come with."

The alien dog just gave her a look. As if to say, _'I'd like to see you try._ '

With a huff of exaggeration, Gwen decided to compromise. It wasn't worth it to waste time fighting with the dog while Kai waited impatiently for someone to remember that she was as big as a house and ready to pop, and would need someone to be ready to help her to the hospital when the baby came. Well, the baby was coming and it seemed Ben was unavailable -no surprise there- and she was the next one on the emergency line-up.

"When we get to the hospital, you're waiting outside. I don't care how much you whine." Gwen informed the Anubian Baskurr as she strapped Devlin into his carseat, making sure the belts were secure.

Zed's response was just to yawn. As if to say, ' _We'll see._ '

Rolling her eyes, Gwen hopped in the drivers seat and pulled away to go pick-up her cousin-in-law.

"Ugh. You brought the dog." Kai groaned when Gwen arrived.

Hopping out of the car, the other woman came around to the passenger side, opened the door, and helped Kai sit down. "Would you rather I took longer getting here?"

Kai winced as another contraction seized her abdomen with pain. "No. Lets just go!"

…

It was as she was sitting with Kai in her hospital room -waiting for Ben to remember that he had a pregnant wife and finally grace them with his presence- that Gwen's phone rang. This time it was Kevin. In the mad rush to get Kai to the hospital and the argument with Zed to get the dog to wait outside, she had complete lost track of time. It was way past the beginning of Kevin's shift with Devlin. The poor man was probably in a panic wondering where his wife and infant son had disappeared to. Preparing herself to receive a lecture from her husband, Gwen answered the phone.

"Hi, Baby, I-"

"Babe, I'm sorry I'm running a bit late." Kevin cut her off. Oh, so he also lost track of time. Never mind. No lecture for her. "Argit and I were just hanging out with a few buddies and then there was a thing, and- well I guess you don't really wanna hear about it. But I'm on my way home right now. I promise!"

Gwen smiled into the phone. He was so adorable when he thought he was in trouble. It was one of the many reasons she loved him so much. "Well then you're gonna be pretty lonely because Devlin and I aren't home."

"What? Where are you? I hear someone screaming." A pause. "Did you also have a thing?"

"Sort of. Devlin and I are at Bellwood General."

"The hospital! Ohmygod! I'll be right over! Are you alright? Is Devlin alright!? Ohmygod! He finally swallowed your necklace didn't he!? Ohmygod!"

"Stop, stop, stop. Breath. Calm down." She tried to sooth -a surprisingly difficult task with a scramming woman right next to you. "Devlin and I are fine. I'm here with Kai. She's finally having the baby and Ben wasn't available."

"Oh." Kevin sounded adequately calmed by that news. "Damn. Then I really wish I hadn't just run that light. It was a flasher."

Great. They could expect a ticket in the mail next week. Good job, Kevin, you handsome idiot! Gwen just shook her head with exasperated affection. "Can you give a bowl of water to Zed when you get here? She's waiting outside the main entrance since they wouldn't let her inside."

She hung up.

"I don't suppose I'm lucky enough that Ben is coming with him?" Kai asked from the bed. She was panting hard. Her voice scratchy from groaning or screaming in pain. A light sheen of sweat covered her whole face, her hair sticking to her cheeks. She looked a horrific mess -and it was only the first hour! "I think I'm dying."

"Relax. You're at fifteen centimeters. That's like, a grapefruit." Gwen tried to sooth the irate woman. "You gotta be at, at least a cantaloupe before he'll come out. Here, have an ice chip. Its important to stay hydrated."

As soon as the latest contraction was over, Kai turned to glare murderously at the other woman. "I am going to kill your cousin for putting this cantaloup in me! I swear! The next time I see Ben…" Her thread stopped unfinished as another contraction shook her whole body and she couldn't help but sob between screams. The contraction were coming closer together now. That was supposed to be a good thing, but from Kai's perspective it was bad. Painfully bad. Whatever 'intelligent design' thought this was a good way to procreate was an asshole. "God, Gwen, how did you do this!?"

Gwen bounced Devlin on her knee. Kai's screams did nothing for the infants nerves and he was crying almost as much as she was screaming. "I didn't. After about my eleventh hour I had them cut him out of me." She smiled ruefully. "I mean, did you see his wings? No way I was pushing _that_ out of my vagina. No thank you. But don't worry. Aside from being an idiot, Ben's a perfectly normal human. My godson will come out just as normal."

"Unless he's half-Loboan." The other woman muttered under her breath.

"Huh?" Gwen blinked, thinking she had misheard.

But Kai did not elaborate as another contraction sent her into a new bout of screams and Devlin started his crying anew, just adding to the noise and anxiety in the room. "Jezus fucking Christ, Gwen! Can't you make your mutant brat shut-up!?"

"Wow. Okay." Gwen stood, no longer in good humor with her in-law. Yes, Kai was going through a difficult ordeal, one Gwen could empathize with because she'd done the same already. But nobody insulted her baby! Especially not right to her face! As far as Gwen was concerned, Devlin was perfect -mutation and all. "Looks like we both could use a break from each other. You'll feel better once they give you your epidural. I'll come back then."

"I'm not having an epidural!" The other woman shouted after her. "I'm having this baby _naturally_."

Gwen paused at the door and looked back at her. "Then you're crazy and I have no sympathy for you."

Outside in the waiting room, Gwen sat down and tried to calm her screaming child. Devlin was a cryer -a really, really, really loud and enthusiastic cryer. Seriously, when he wasn't happy he could cry for hours -unless he transformed first. Gwen rocked him in her arms in an effort to calm him back down and hoped against hope that he wouldn't transform right in the middle of the maternity ward waiting room.

Luckily, it didn't take long for Kevin to arrive.

He and Rook entered the waiting room with Ben between them.

"Hey, Babe!" He smiled at her. "Look who I found in the parking lot!"

"What room is she in?" Ben asked, scratching his arm close to the Omnitrix.

"Room ten." Gwen answered with an ironic smile. Of course they'd put Ben 10,000's wife in room number ten. "And stop scratching. Whatever that is, you're gonna make it worse."

She passed the still crying Devlin to Kevin and reached into the diaper bag to withdraw a bottle of calamine lotion. She squeezed the milky lotion directly onto the area Ben was scratching and patted it down gently.

"There. Any better?"

"Uh. Yeah." Ben nodded awkwardly. "Yeah. That cured it. Thanks Dweeb!"

He disappeared into the room Gwen had just vacated.

"I should return to patrol." Rook said. "I was really just supposed to drop Ben off."

"Wait, aren't we gonna settle?" Kevin stopped him, shifting Devlin to one arm so that he could put a restraining hand on the Revonnahgander's shoulder.

Gwen raised a suspicious eyebrow at them. "Settle? Settle what?"

"Our bet." Kevin said as if this should have been obvious. "Back when Tennyson told us he was gonna have a baby -and he wasn't the one giving birth, Rook and I made a bet over what the kid's gonna be."

"Its a boy. Ultrasounds proved that months ago." Gwen reminded them, confused.

"Um… that is not what we were betting over." Rook began awkwardly.

"Oh, come one, Babe!" Kevin insisted. "Don't you girls talk? You gotta know what Kai's into! Tennyson told us. So we bet whether or not the kid's gonna be-"

"Kevin, Ben shared that with us in confidence." Rook reminded him. "It would not be right for us to just blurt out his private business in a public hospital."

Gwen had no idea what they were talking about, but whatever it was, she already knew they weren't gonna settle it in the next five minutes. "You guys do know that she's gonna be in there a while, right? This doesn't happen like it does in the movies. It takes _hours_ to give birth. The baby probably won't be born until tomorrow. You guys can settle then. -Except tomorrow's our anniversary. So, if you bother Kevin and I over this I just might unfriend you. So you can settle it day after tomorrow."

"The day after tomorrow is when my Leave officially begins." Rook reminded her. "I'll be going home to Revonnah."

"Some other time then." Gwen waved him off. "If your bet could wait nine months, it can wait a little longer."

She picked up the diaper bag and her purse, grabbed her husband by the arm and pulled both man and baby out the waiting room. Zed met them in the parking lot, happy to see Devlin again.

"I took my car here. So I'll meet you at home." Gwen said, passing the diaper bag to Kevin. "Then you can tell me all about this bed you made with Rook."

"Its not a big deal." Kevin assured her. "Apparently, Green likes to make Tennyson transform into one of his aliens and do her doggie-style. We just bet whether or not the kid's gonna come out normal human or half-Loboan. That's all."

Gwen made a sort of croaking sound at that. Kai always did have an odd fixation on Blitzwolfer. Even back when they were kids. She really couldn't think of a comment on this news. "That's… that's not all that surprising… I just- Ohmygod!"

"I know, right!" Kevin laughed. "I'm so glad my woman likes _normal_ Osmosian dick."

He leaned down to kiss her.

"Well, I do like you to use your powers." She reminded him. Looking at it from that angle, it wasn't all that strange that Kai liked it when Ben used his powers to. After all, if you loved a man with powers, the powers were a part of him so you loved them too. It was just a hop, skip, and a jump from loving the powers to _making love_ with those powers.

"That's 'normal Osmsian dick'." He informed her. As a relatively new mutation and -thus far- the only living adult Osmosian, Kevin could decide whatever he wanted was or wasn't 'normal' for Osmosians. It was slightly flawed logic. But it was cute.

Gwen leaned up to kiss him again. "I love you more than anything, you great idiot."

"More than Devlin?" He asked.

"No." And she moved to kiss her son next. "I love _you_ more than anything. Yes, I do! Even more than I love your daddy. You're my precious baby."

…


	9. Episode VI

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode VI**

"This is the new secret hideout you found?" Kevin looked skeptically up at the Planetary Studios' main entrance. The once rich and active movie studio, backlot, and amusement park was in almost as much disuse and disrepair as Los Solidad had been. So many letters had fallen from the sign that it now read 'PLAN S'. An applicable name, Kevin decided since they had been at this for ten years and still hadn't made any headway in their fight against the Chimera Sui Generis forces occupying their planet.

"Yup!" Argit beamed proudly up at him. It was probably his idea. "I call dibs on the Back to the Future clock tower!"

"Aw… But I wanted the clock tower." Cooper wined. "Back the Future is more my thing anyway. Wouldn't the set from The Sting be more your thing?"

"Maybe…" The Quilcupine grinned up at the tech-wizard. "The real question is, how much is the clock tower worth to you?"

"That's enough, you two." Kai cut off any debate before it could escalate into an argument. "Instead of running your mouths over which movie set you wanna play Fantasy Hero in, why not try helping us unload the proto-TRUK!"

Looking adequately chastised, both man and Quilcupine shut their mouths and got back to work helping Rook, Manny, Kevin, and Helen unload the proto-TRUK. Leah oversaw the move to make sure all the sensitive items -such as medical supplies or explosive munitions- were handled with care. Kai ranged Kenny and Devlin, keeping the boy's occupied and out of the way while the adults worked. Zed sat and supervised.

"While we're claiming parts of the backlot for ourselves, I wanna state a claim on the Transformers ride." Kevin said, groaned was more like it as his mother load him down with an extra crate. "In fact, I claim everything that has anything to do with cars."

"Carful with these." Leah said, completely ignoring her son. "Its highly volatile blasting putty."

"I know how to handle blasting putty, Mom." The Osmosian growled. "I used to sell the stuff, remember."

"Well, handle it how you used to sell it over there by the Waterworld theater." Leah brushed him off and pulled out another crate. "Weapons get stored near the swimming pool."

Taking her eyes off the kids for five seconds, Kai asked, "Where are you planning to set up your med-ward?"

"Oh, don't worry about that." Leah assured her. "Planetary Studios used to be a colossal amusement park and like all colossal attractions where people are likely to get heat-stroke or get injured on rides, they have a well stocked emergency infirmary -for liability purposes. It might even still have supplies in it, since Vilgax imposed martial law so quickly after the take-over, the looting would have been kept down to a minimum."

"How come they never touched on that in Zombieland? The amusement park infirmary thing, not the looting thing, I mean." Cooper asked. He was shifting crates around in the back of the proto-TRUK, looking for his project. But it seemed to have mysteriously vanished. "Hey, where'd the mock-up Omnitrix go!?"

Everyone froze. They all set down whatever it was they were holding and stared at Cooper. A sudden panic rumbling through them. Had they somehow left it behind? Oh, god! Did they leave it behind!? All of their carful work. The DNA sampling from Helen, and Manny, and Alan, and Devlin. Some of the part they used in it were difficult to find. Argit had to use all of his con tats to acquire them for Cooper. How could they have left it behind. Cooper was so sure he packed it! No, he was definitely sure he packed it!

"Dude, what the hell!?" Manny demanded. "Helen and I bled for that thing!"

"So did I!" Alan added. "And Devlin."

While all the other adults were busy working themselves up into a panic, Kevin looked around and noticed something. "Speaking of Devlin, where is my son and the mini-Tennyson?"

That was when Kai realized that the boys had been out of her sight for a whole six minutes. Those two could get into a lot of trouble in six minutes. They somehow managed to smuggled themselves onto Helen and Manny's last mission when they weren't being watched. With a groan of exasperation, Kai massaged the sides of her head in an attempt to stave off a stress headache. " _Kenny_ … Everyone, drop whatever it is you're doing and find my son before he does something I'm gonna regret!"

…

Vulkanus had recognized Kevin's old car that the rebels were using and there were only so many places they could have come from to get to the factory and back in a single night using that vehicle. Following that logic, it didn't take them long to find the old rebel base.

Oh, they were long gone by the time Vulkanus and his forces got there, with Albedo meeting up with them at the site. In addition to the six hour head start they had, the rebels were probably already ready to leave by the time their strike team arrived back at the base. That, or they just learned how to move quickly and without hesitation by this point. Either way, Vulkanus and Albedo arrived to find Los Solidad completely abandoned.

Albedo kicked at a pile of ash in the middle of what might have once been the base's main courtyard. A charred metal spring, like the kind from an old mattress was jolted free from the pile and slinky-rolled down the side to come to a wiggling halt on the ground.

"They burned anything they weren't taking with them that they might have touched." The human-shaped Galvan observed, running a hand over his silver-white beard, a beard identical to Ben's apart from the color. "So that Gwendolyn couldn't sample their mana to track."

This was just a statement of the obvious. The rebel had been doing that from some time now. Ever since Gwendolyn almost caught up to them in Undertown. It was Darkstar's main argument for relieving the woman of the job of hunting them down -something Darkstar asked (read: begged) for at every bi-monthly Rall'ya meeting. The leech-man never wanted to use his prized doll as a soldier or a weapon and he made sure that none of the other Rall'ya forgot that fact. Gwendolyn was supposed to be his prize and he did not appreciate his trophy having her time divided.

"My team found something interesting on their first cursory inspection of the base." Vulkanus informed the other man.

"Oh?" Albedo blinked red eyes. "What was that?"

"I'll show you." The Detrovite motioned for the Galvan to follow him. "Maybe you can tell me what it means. Since Galvans are supposed to be so very smart."

He lead the silver-haired Ben Tennyson doppelgänger to what had once been the base's old medical building. Like everything else in the base, it had also been picked clean. Clean, that is, apart from one thing. Written on the far wall, in what appeared to be blood, was a word. One random word that made no sense to Vulkanus. _'Sonnet'_.

"This." He slapped the dry blood, some of it flacking off under his new suit's hand. "What do you think this means?"

"Its a type of old English poem." The human-Galvan explained as fi this should have been obvious. "Its comprised of fourteen lines that uses any number of formal rhyming schemes and typically had ten syllables per line."

The Detrovite blinked for a moment. Then, "No. Not that. Its written in blood! They were all so carful not to leave any of their mana behind for the Witch but then one of them goes and does this!"

"Obviously, one of them wants to be found." Albedo huffed, also as if this should have been obvious. Why else would anyone leave behind such a rich source of mana when there was a mana-tracking witch after them? Because they wanted to be found. They wanted the Witch to catch up to them so that they could… what? Set a trap? Kill her? Finally put her out of their misery? No. That wasn't the rebels' style. They liked to think they were above things like that. No, this new change in pattern had to be a direct result of last night's raid. Now that the Osmosian was out and learning what he'd been missing, he wanted to have a few words with his mate. "It was Kevin. Kevin is calling his woman. He wants to meet with her."

That made perfect sense and Vulkanus wasn't about to argue that point. "But why a poem? Why not just splatter his blood on the wall like a normal psychopath? What other message is he trying to send?"

"I don't know." Albedo admitted. To spite his superior intelligence, he was not all knowing. "As you said, Kevin Levin is insane. Maybe it has no meaning. I'm more concerned with its other implications."

"Other implications?" Asked the Detrovite.

"All the other rebels were so carful not to leave their mana behind, yet they lek Kevin splatter his blood all over all wall." Explained the Galvan. "That means that either they don't plan of keeping Kevin with them, or that Kevin is planning to leave them. Either way, they would not have let him leave behind this potent a source of mana if they intended to keep him with them. Tracking Kevin would be a useless endeavor. He won't lead us to the rebels."

"But he could lead us to his son." Vulkanus reminded the other. "Remember, I'll need at least one of them if I'm to get our Taydenite factory up and running again."

"Yes…" Albedo agreed. "That you will. Alright! New plan, we give Darkstar and Igurax some time to train-up the daughter, then we send her out after Kevin. At which point Gwendolyn will resume her regular pursuit of the rebels."

"And when Darkstar throws another bitch-fit over having his woman back out in the field again?"

"Then he throws his bitch-fit." Albedo shrugged as if Darkstar and his displeasure was meaningless. "Get a team in here to scrub this off the wall. I want all traces of Kevin's mana gone. Then we'll bring the Witch back on the hunt. Even if Kevin is still with them for the moment, they won't let him stay for long. Not if he's leaving little bread crumbs like this for his wife. They'll kick him to the side as easily as they did Gwendolyn."

"Vilgax wanted the daughter to take care of him." Vulkanus reminded the Galvan.

"Oh, she will." Albedo assured him. "Gwendolyn will continue to hunt the main rebel group, and Lenette will go after Kevin."

…

"Are you sure about this?" Devlin asked, a slight quiver in his voice as he watched Kenny take the new Omnitrix out of the case Cooper had carefully packed it into.

They were crouched behind the operator's panel of the Minion Mayhem ride, hiding from the adults that were frantically searching for them in an effort to prevent Kenny from doing exactly what he was very keen on doing.

"Of course I'm sure." The other boy nodded. "This is my birthright!"

He fastened the watch around his wrist and both boys held their breath, waiting to see what would happen.

Nothing happened.

"What gives!?" Kenny demanded, shaking his wrist as if doing so would wake-up the watch. "Cooper took the last DNA sample from you before we rescued your dad. It should be ready for me. Why's it not doing anything?"

In all honesty, Devlin was a little relived that nothing happened the moment his friend fastened the thing around his wrist. During all of the DNA harvesting sessions he sat through, the Osmosian got to listen to the adults list out -in great detail- all the problems with trying to recreate the Omnitrix and all the things that could go wrong with it. Starting from the simplest and most basic of 'it just wouldn't work' and climbing up in severity to 'it could blow up and take your arm off' and even further to 'you could transform into something and not be able to change back'! Overall, Devlin was glad it did not appear to work.

That is, at least, until the other part of his brain -the part that kinda did wanna see Kenny transform- caught up with the rest of him and realized, "Dude, don't you need to pick an alien and press the face?"

"Ugh, duh!" The younger boy slapped himself on the forehead for his absentmindedness. He fiddled with the watch. Twisting the nodes on the sides that -on a normal watch- would have set the time or alarm, and toggling the larger wheel of the watch face until the image of an alien appeared. A neon green silhouette that looked vaguely like a Vulpimancer -Wildmutt! "Its Hero Time!"

Kenny slammed his hand down on the newly constructed Omnitrix.

Each boy had a different idea of what an Omnitrix transformation might be like.

Devlin, whom was accustomed to changing his body's shape and abilities expected it to look uncomfortable. Because, quite frankly, transforming was uncomfortable -no matter how used to it you were. Your skeleton shifting, changing shape and size, or producing new bones where there were no bones before. Extra limbs extending out of otherwise smooth flesh. Muscles changing shape or function. Internal organs being displaced to make room for other organs… it was uncomfortable.

Kenny, who always equated the Omnitrix to a Magical Girl transformation wand expected to be engulfed in light and sparkles, turn naked for a couple of moments, then emerge from the light in a new form. ' _Omnitrix Prisom Power Make Up!_ '

Between the two of them, Devlin was closer to what actually happened.

Kenny doubled over on all fours with a groan of discomfort bordering on pain. He wrapped one arm around his mid-section while to other was braced agains the ground, keeping him going down face-flat. The nails on his hands extended into claws. His teeth elongated into fangs. His eyes -pinched shut against the sensations- disappeared from his face entirely, replaced by thick, dark, steely-blue fur.

Wait. Steely-blue? But Vulpimancers were supposed to be orange or yellow!

Devlin watched in horrified confusion as his best friend and cousin transformed into a strange amalgamation of a Vulpimancer and… something else.

Kenny retained the general body shape of a Vulpimancer. A stocky, pit-bull like body, with a square head, no eyes and gill-like slits on the neck instead of a nose. But the fur was the wrong color and texture. A dark steely-blue instead of orange or yellow, and finer -more like a wolf's. And unlike Vulpimancers he had ears and a tail. Pointed wolf-like ears and a bushy blush tail.

Devlin took an unconscious step back, not quite sure what he was looking at.

"Kenny?" He ventured, hesitantly. "You are still Kenny, right?"

Slowly, the Vulpimancer-like thing stood. Stood up on its hind legs -that was also something Vulpimancers weren't supposed to be able to do. It opened its jaw full of teeth as if to speak, but all that came out was a sort of barking growl, complete with dripping drool. The thing put one clawed hand to its throat as if in confusion. Vulpimancers couldn't speak, they were to animalistic for that, but he wanted to communicate. Trying again, the Vulpimancer-unknown hybrid took a deep breath and tried to speak again. But again all that came out was a barking growl, louder this time, and with a snarl of frustration at the end.

The sound carried and that must have been what drew the adults to them.

Alan was the first to arrive on the scene. He saw Devlin crouching behind the operator's panel and towering over him was-

"Jezus shit! The fuck is that!?" The moment his eyes registered Kenny, he transformed into his own alien form. Going full flame-on. The Pyronite threw a warning-shot fireball across Kenny's snout. "I don't know what you are, buddy, but step away from the kid and no one gets hurt."

Devlin was quick to step between his friend and the Pyronite. "No! Don't hurt him!"

But he didn't get the chance to explain further because the other adults showed up quickly, right on Alan's heels.

"Holy crap!"

"What the hell?"

"I thought this place was secure!"

"Devlin, step away from the Vulpi-dog monster." Kevin extend a hand, expecting his son to come obediently to his side, calm and collected so as not to agitate the alien hybrid looming behind him.

"No!" The Osmosian boy planted his feet defiantly. "I won't let you hurt Kenny!"

The boy took a deep breath, ready to transform if he needed to. He didn't think the grown-ups would actually attack him, not knowing that it was Kenny. But Kenny had never been an over-sized alien canine hybrid before.

" _That_ is my _Kenny_!?" Kai looked practically beside herself with concern. She knew her baby was the one who stole the Omnitrix. He'd been hovering over the project since they started. Insisting that the watch was his 'birth right' and that he was going to be a hero exactly like his father. But the Omnitrix was supposed to turn a person into one alien at a time, not a conglomeration of multiple aliens. That was an Osmosian thing. "Devlin! What did you do to him?"

"Me?" The boy was taken aback. "I didn't do anything. Kenny just put on the Omnitrix and transformed into this."

Behind him the Vulpimancer-hybrid gave a growl of agreement.

"And now he can't speak." Added the Osmosian.

"That Omnitrix wasn't finished!" Cooper exclaimed, unsure as to what he should do. "It wasn't ready to be worn. We have no idea how it might affect someone -especially not a child!"

"Clearly, it mixes and matches." Kevin scoffed as if this should have been obvious. "Why are we all still freaking out. If all tiny-Tennyson did was put on the Omnitrix then just have him change back -or wait for it to time out." It seemed like a logical solution to him.

Devlin felt a new appreciation for his father. Even if the man had naive and idiotic notions of the Red Witch really being a good person or whatever, he was actually a clever and level headed guy. And he kept the other adults from freaking out and yelling at him. That was really nice. Devlin never really could understand why, but for some reason, all the adults -except for his grandmother- tended to yell at him more than they did Kenny.

"And when it times out," Kevin continued, "We're gonna take it off the kid's wrist and figure out what the heck went wrong to turn him into… well, _me_."

It wasn't exactly an accurate assessment. Kenny's current form did not resemble any of Kevin's mutations to date. But it was more the idea of being mutated into a jigsaw puzzle of alien parts by the Omnitrix that he was trying to convey. That was something that happened to Kevin more often than he preferred to admit.

"What if we can't get the Omnitrix off him?" Kai asked, voice quivering the like the concerned mother she was but tried to suppress. "Ben told me that the first time he put on the Omnitrix, he wouldn't get it off."

Taking his eyes off the kids, Kevin looked back at her with an astonished look on his face. "Don't tell me you idiots built a thing and didn't design it to be sure you could take it off again! I mean… Yeah, none of you are Asmuth, but Cooper's a genius inventor. He had to know whoever put the thing on would have to take it off _some_ time."

It anyone was gonna say anything to this, their words were forgotten the very next second as the faux-Omnitrix finally timed out and Kenny returned to the form of a nomad ten-year-old boy. He staggered for half a second, getting used to his own size and shape again. Devlin steadied him with a hand. He knew -probably better than anyone (except Kevin)- how disorienting dramatic bodily transformations could be. You needed to take a moment to compose yourself.

Kenny extended his arm, expecting his mother or Cooper to rip the watch off his wrist and he hoped that they'd recognize that he was cooperating and no punish him to bad. "That was so weird!"

Kevin reached out to take off the Omnitrix, but Cooper pushed him out of the way. Apparently intent on maintaining his 'no touching Omnitrixes for Kevin' rule. The tech wizard tried unclasping the band, but when the watch didn't immediately come off he froze. There was a single communal intake of breath as everyone else realized that their reproduction of the Omnitrix had done the same thing its original had done. The thing was now seemingly permanently affixed to the boy's arm. They weren't gonna get it off any time soon.

"Oh, god! I am so dead!" Kenny exclaimed, recognizing the fact that -while he did get to keep his 'birthright' for the foreseeable future- his foreseeable future wasn't gonna be all that long. His mother was going to _kill_ him.

"At least now you have powers." Devlin told him, hoping to lighten the situation.

…

Stretching in the backset of the car as Igurax drove, Len twirled a strand of her hair between her fingers, noting the bold change in color from the bleached golden blond to the natural black that was growing out. Daddy hated her black hair. It was the only reason he let her bleach it. She was the only kid in school (her age) with colored hair. She wished the school would let her color it wild colors like pink, or violet, or blue, or green. After all, what was the point of bleaching your hair practically white if you didn't get to color it cool colors afterwards? But the school's dress code forbid wild colored hair.

The school's dress code forbid a lot of things. It forbid jeans, boys had to wear black slacks and girls black skirts. It forbid t-shirts, everyone had to wear respectable button-down shirts (white). It forbid shirts from being to short, or bras showing through the shirts (not that that particular one was an issue for Len, only being nine). It forbid large or studded jewelry. Piercing of any kind other than pierced ears for girls. Spiked hair. Colored hair… the school her daddy sent her to was the worst!

Sure it was the same school he attended when he was younger. A rise prep-school.

But seriously, how much mischief, mayhem, and damage could be done by Len just coloring her hair purple and wearing her skirt four inches above the knee? As long as her panties didn't show, what was the problem?

She sighed listlessly and gazed out the car window. Today was her after school piano lesson and Igurax was taking her out of town to the next town over -Bellwood- where her piano teacher lived. It was her daddy's idea that she learn an instrument. Felt it was a proper 'lady like' pursuit. He was always trying to get her to be more lady like. Not letting her cut her hair, only filling her closet with dresses and skirts, and making her learn music and art. All Len really wanted to do was make money and beat people up -not necessarily in that order.

The piano was her mother's idea. Her best friend from back when she was in school was a master pianist. But concerts were a rare thing since the Earth was inducted into the great and glorious Vilgaxian Empire. Having large groups of people gathered together in one place was dangerous. It made them a target for terrorist attacks. Len's mom worked hard to neutralize the terrorists' cells. But she was only one person and they were manny. So, her friend went most out of work.

That was until Len started taking piano lessons.

Emily greeted Len with a smile at the top of the access ramp that lead to her porch. She was a nice woman. Around the same age as her mom, with short white-blond hair and friendly blue eyes. She was also a paraplegic and confined to a wheel chair. Len sometimes wondered how Emily and her mom could have been friends. They didn't seem to have anything in common and Emily obviously couldn't have kept up with her lifestyle. And yet… Mom said they were best friends.

Len sat down at the piano and began reviewing the scales. Emily made her do this before every lesson. Review the basics. The basics are the foundation for even the most complicated of musical pieces. You must know the basics better than you know you're own alphabet.

They did this for about ten minutes before Emily started her on some new sheet music. A piece by Eric Satie that was one of her personal favorites.

Unfortunately, Len barely got out the first five notes before Igurax's communicator buzzed with a call. Both women tried to ignore him as he conversed in his native language. Len kept her eyes on the sheet music and her fingers moving over the keys. But when the call was ended, Igurax interrupted the lesson.

"Change of plans." He said. "The Little Miss is wanted back at the manor."

"Something wrong?" Emily asked. A family emergency being the first thing that occurred to her. "Is Gwendolyn alright?"

"The Red Witch is fine." The Chimera Sui Generis assured her. "The Little Miss just has some new training that's been placed on a higher priority."

"New training?" Len asked, standing from the piano. "What kind of new training?"

...


	10. Episode VII

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

Episode VII:

"I can't believe you'd build a thing and not know how to take it off!" Since no one would let Kevin help with the boys' little Omnitrix debacle, all the Osmosian could do was hover about the room, make snarky comments, and just generally be a nuisance. "C'mon, Cooper, I thought you were _smart_."

The technopath shot the older man a dirty look but said nothing. He was busy trying to figure out how to get the watch off Kenny's arm and didn't have the attention to divide between the obnoxious sometimes-friend and his actual task.

"I'm more interested in why the Omnitirx malfunctioned." Kai informed them. She hovered over them, arms crossed, glaring reproachfully at her son while Cooper worked and Kevin circled. "It was supposed to turn him into one alien. One. Not an amalgamation of several. Its a metamorphic watch not… _you_!" She jabbed an accusatory finger at Kevin.

To that the Osmosian just scoffed, crossing his arms over his chest.

"T'ch. That's an easy one. I can answer that without even looking at the thing. Just look at where you got your samples from! Helen, Manny, and Alan aren't full alien. They're humans that have had alien DNA grafted onto their genes." He knew that because he was the one to do it. When they were all still children working for the Rooters. "The rest of your samples are diluted even further because you got them from Devlin. Instead of cut in half, they're cut into elevenths. Your DNA sequences are all full of holes that have to be filled before the Omnitrix can actually transform the user."

Crossing the space between them -and ignoring Cooper's protest- Kevin flicked open the watch face to expose the ten DNA sample nodes.

"So, its gonna fill in the holes with whatever it has access to."

"So, what'd the Omnitrix mix him with?" Devlin asked. Of all the people in the room, he was the only one not upset with the younger boy. He sat at Kenny's side, holding his free hand for support. He knew what it was like to transform into a monster. "I didn't recognize the ears or tail."

"Looked kinda like a Loboan to me." Kevin suggested, a strange smirk on his face. Like he was trying to hold in a laugh but doing a piss-poor job of it.

"What's that meant to imply?" Kai growled at him, strangely defensive.

"Nothing." Kevin assured her quickly. "Nothing at all. Obviously, the Omnitrix just mixed the Vulpimancer sample with the next DNA sample it had access to that was most similar. Vulpimancers are canid, Loboan are canid -ergo Vulpoan. Or Lobomancer, if you prefer."

"We don't have a Loboan sample in the Omnitrix." Cooper informed him. "There wasn't one available."

"Oh." He did not seem the least bit surprised or confused by this news. But that amused smirk was back on his face. He cast a quick knowing glance at Kai, before scrutinizing Kenny more closely. "The DNA sample must have come from somewhere else then."

The brat certainly looked human. But Kevin knew Kai's particular fetishes. Tennyson had confided as much in him in what was supposed to be the Best Man's obligatory 'everybody gets cold feet' speech. But somehow in between 'you and Gwen have seen and done a lot of weird shit together' and 'you'll be together forever anyway', Tennyson sort of just degraded into a long complaining rant about his own fiancee. It was more about Kai than Kevin ever wanted to know. But it did explain a few things about the woman. Like why she put up with Tennyson's chronic stupidity. Or why she would sometimes spray him with a water bottle when he annoyed her. And most recent and most noticeable of all, her son had Loboan DNA hidden in his genes.

Something from the Omnitrix that had snuck in through Tennyson.

If anyone was gonna say anything else in response to Kevin's veiled implication, they didn't get the chance to. Rook walked in at that exact moment carrying Kevin's proto-tech armor -freshly washed and dried. "Am I interrupting something."

"No." Kai was quick to assure him. "Kevin was just making an ass of himself -as per usual."

Devlin made a face at that statement. Prior to last night, everyone had always had good things to say about him father. He was clever and strong, a genius mechanic and competent fighter, a fierce ally and a good friend. Now that he was alive again, suddenly he was an ass? Aside from the fact that he had disagreed with almost everything Kai and the others told him since he arrived, Devlin didn't think his father was being much of an ass. He was just uninformed and trying to make sense of the world.

"Oh, then my timing's perfect." Rook smiled and held the black proto-tech suit out for the Osmosian. "Its time for you to go."

"Go?" He asked. "Go where?"

"Anywhere that's not here." Was Rook's shrugged response. "I let you leave your mana behind because I think that's what you need to finally realize that the Witch is not our friend anymore. But its your mana, and you're mana only, so she'll be following _you_. Not us. We can't have you putting this group in danger just because you don't believe a simple fact. So before the Witch catches up to you, you have to leave."

Almost mechanically, Kevin took the folded up proto-tech armor, but hesitated to accept the survival kit. "You're kicking me out?"

"Its for the best." Kai agreed. She moved to stand next to Rook, to show a unified front.

"What about Devlin?" Kevin demanded.

"Devlin stays with us." Kai asserted. "He'll be safer with us. You're to unpredictable, Kevin. You've always been-" she did not say 'crazy' "-unpredictable."

For half a second Kevin looked like he was about to have one of his trademark Moments and 'Pull a Kevin'. There was an asymmetrical twitch to one eye, his lips set in a grim line that threatened violence, hands balled into fists. First they say he has to go, effectively kicking him out of the only familiar thing in this whole crazy world he suddenly found himself in, but now they were denying him his son, taking his child away from him. That was enough to have any _normal_ parent threatening violence, never mind Kevin E. Levin.

Rook casually let his hand drift up to his shoulder where he holstered his proto-tool. But then, true to Kai's statement, Kevin proved they couldn't predict him.

The Osmosian took a breath, forcing himself to calm down and instead asked, "Why don't you let Devlin decide."

All three adults turned to look at the children.

The boys still sat together. Devlin still holding his cousin's hand. The young Osmosian hesitated a moment before looking down at his feet. "I, uh… I wanna get to know my dad." He admitted softly. Kai looked disappointed. Kevin smirked as if in triumph. Then the boy continued. "But… But I wanna stay with Kenny more. I'm sorry, Dad, but Kenny and I have always been together. I can't leave him."

Especially not now that the other boy was just beginning to transform into different aliens. Mutated aliens from the sound of it -if what Dad was saying was true- and Devlin had plenty of experience transforming into mutated aliens that were mixed with other aliens. Kenny would need him.

"So that's it then." Kevin growled, not at all pleased with his son choosing tiny-Tennyson over him. He pulled off the shift he borrowed from Cooper and stripped off the pants as well without so much as a bashful pause. Kai averted her eyes out of respect -and a decisive lack of desire to see Kevin Levin in the buff- while Rook just sighed with exasperation. Kevin never did care much for social taboos. He pulled the proto-tech armor on instead. Then grabbed the survival kit out of Rook's hand. "Fine. That's just fine. My wife's evil -according to all of you- and now my son would rather stay with the people who let him think his mother hates him instead of me. Fine."

He held his hand out as if expecting something else.

"What?" Rook asked.

"Keys!" Kevin snarled. "You can't expect me to get very far before Gwen catches up to me without a ride. Gimme my car back."

With a tad more reluctance than was actually necessary, Rook withdrew a keychain from a pocket in his proto-tech armor. "I did assist in making her everything proof. She is my car as well."

The Osmosian let out a soulless snarl and snatched the keys from the other man's hand. He had long since lost his patience with these people. They made grossly harsh judgments about his wife without giving adequate justification, allowed his son to grow up thinking his mother hated him, turned Devlin against him, refused to even humor him when he insisted there could be other explanations for Gwen's behavior, and just generally all around distrusted him still. Now they were kicking him out just because he wanted to talk to his wife instead of instantly writing her off as an enemy. Well, there was no way in hell they were gonna take his car from him too!

Not on top of everything else. Kevin needed something.

Some small piece of his life from back when the world wasn't so crazy. Something to keep him sane. (Because sanity always had been an uphill battle for him.)

The Osmosian was about to storm out of the room. But he paused, turning one last time. He locked eyes with his son. "Last chance, Devlin. Are you sure you wanna stay here, or are you coming with me?"

For half a moment it looked like the boy was about to change his mind. He stood from his seat, but was still holding Kenny's hand. His other hand fished in his pocket for the gold locket. He hadn't had time to replace the strap yet, but the locket was still in perfect condition, the picture inside the same as it had always been. The Osmosian looked at the old photo, of what his parents used to look like, he glanced up at Kevin, the old man he had become, the looked to Kenny at his side, his best friend, cousin, and companion that he'd known all his life. In all their life they'd never been apart from one another.

"I'm staying." Devlin told the older man. "I can't leave Kenny."

With a final snarl of frustration, Kevin stormed out of the room and was gone.

…

When Len arrived back home, she was greeted by her daddy, who almost immediately took her to her mother's dojo. She didn't know what the room used to be before it was renovated for her mother's use shortly after Len was born. It was a wide room with hardwood floors, tall windows, and mirrors lining one wall. The opposite wall sported a rack filled with wooden practice versions of all sorts of weapons. From a simple staff, all the way up to the extremely versatile but complicated energysword-blaster pioneered by Ezra Bridger.

Her daddy ignored all these weapons, however. He lead her to the center of the room and then knelt down. Right there on the floor. Sitting on his knees to be on eye-level with her. Len had never seen her daddy do something so undignified. He grabbed her shoulders and looked her right in the eyes, sapphire blue to emerald green.

"Lenette, do you know why your mother hunts the rebels?" He asked, very seriously.

The little girl's heart skipped a beat. Igurax said that her mother was fine when he pulled her from piano practice. But was that really true, or was that just something adults said to make sure kids didn't worry. Len might be a kid, but she wasn't dumb, and she wasn't naive. But then, if something had happened to her mother, then Daddy wouldn't be here with her in the dojo. He would be with Mom, wherever she was. So with a conscious effort, Len pushed her apprehension aside and answered her daddy's question.

"Its her service to our great leader, Vilgax-thulu." She said as if this were the most obvious thing in the world.

He gave a short laugh that might actually have been a cough at her answer. "Well, Princess, you're not wrong. But you're not quite right either. Your mother hunts the rebels because she's the only one who can." When Len looked confused he elaborated. "With her ability to track mana, she can find the rebels much more quickly and more efficiently than any other Enforcer working under the Rall'ya."

"That's why you won't let me help." Len looked downcast. "Because my powers are useless for tracking or hunting."

Was that what this was? Did he call her home early and bring her to the dojo to deliver a strongly worded lecture on knowing her place and her limitations. On knowing what she could and couldn't do with her life and her abilities, regardless of what she _wanted_ to do with her life or her abilities. Len looked down at the highly polished dojo floor. The household staff always made sure the room stayed immaculately clean for her mother's use.

"For tracking, yes. Your powers are useless." He nodded. "But there is something you can do. The rebels have someone new working with them. A mercenary. Your mother can't beat him. In fact, he could take her away from us."

Len's emerald eyes widened in disbelief. "Can't you stop him!?"

"Actually, my Lovely Lenette, _you_ can stop him." Her daddy informed her, very soberly. "You're the only one who can."

Igurax entered the dojo then, carrying what looked like her school gym uniform freshly cleaned and folded. These he passed to Len as she looked between the two of them not quite understanding what was going on.

"Training cloths." Igurax explained. She couldn't very well learn to fight in her normal school uniform. While the pleated black skirt and plain white polo shirt did provide plenty or mobility, the majority of Earthling societies did not deep skirts 'appropriate' combat attire. Darkstar would not approve of his concubine's daughter fighting in something that risked exposing her undergarments.

Len took the gym cloths mechanically. She looked up at Igurax, suddenly not understanding his role in her life. The Chimera Sui Generis soldier had always been her bodyguard and protector. But, if Daddy was finally going to let her be trained in how to use her powers beyond just maintaining a human form, what purpose would there be for him? A question was on the edge of her lips, but she didn't get the chance to ask it.

Her daddy stood, as if to leave. "Igurax will begin your new training in combat and investigative hunting. When your mother gets over her own personal reservations, she will being training you in how to use your powers."

He turned to leave.

"You won't train me, Daddy?" After all, didn't she get her powers of absorption from him?

Darkstar paused in the doorway. He looked back at Gwen's daughter. The girl that should have been his daughter if Kevin hadn't gotten to Gwen first. He resented that. He resented the fact that she wasn't his. She should have been his. Kevin already got his kid out of Gwen. The boy, Damien, or Devin, whatever. The universe should have let Darkstar have Lenette. Lenette should have been his. It just wasn't fair!

But she wasn't his. And almost everything about her had to remind him of that fact. From her thick black hair to her hideously ugly mutated form. An amalgamation of stone, wood, and Taydenite. Darkstar hated it and he hated having to look at it. So, no. He would not be teaching Len how to use her powers. It was bad enough that she had her real father's powers at all.

"Your mother will handle it." He repeated and left.

The one comfort was that, Kevin's powers of absorption were similar enough to his own that Len easily and readily believed that she inherited them from him. She, at least, believed Darkstar was her real father and that was the best that he could ask for. It meant that when the inevitable confrontation happened, Lenette would remain loyal to him. She would fight for Darkstar and kill her real father.

There was a strange kind of poetry to that and Darkstar couldn't help but smile at it.

Kevin would be killed and put out of Darkstar's misery, and the one to do it would be Kevin's own daughter that he probably doesn't even know he has.

…

It was getting dark, but not quite night fall. It was that ambiguous time of day where a person had to drive with both their headlights and their sunglasses on. Where the sun was dipping low on the horizon, casting the roan into shadows, but also glaring light directly into the driver's eyes. Because of that, it took Kevin a moment to register the flashing red and blue lights in his rearview mirror.

A cop.

A normal, terrestrial, highway patrol car.

Well, Manny did tell him his ride was a marked car. Belonging to marked fugitives.

The Osmosian contemplated whether or not he wanted to pull over. He wasn't quite to Bellwood yet, still out on the open highway between Los Solidad and the city limits, and he didn't want to have to put up with the delay that dispatching an unfortunate LEO would make. On the other hand, making a stir with the cops would certainly make it easier for Gwen to find him. Not just follow his mana but also the trail of chaos he left in his wake. The deciding factor, Kevin decided, was that he really didn't have anywhere else he really needed to be in a hurry and had nothing better to do with his time while he waited for Gwen to catch up to him.

With a sigh of resignation Kevin pulled over to the side of the road and cut the engine.

He adjusted the rearview mirror to watch the cop swagger over to him. But it wasn't a normal Earthling highway patrolman that got out of the car. It was a Chimera Sui Generis, wearing an altered version of a terran HPD uniform, that climbed out of the patrol car. Kevin stared at him in the mirror, mentally kicking himself. Of course, if the planet was occupied by Vilgax's forces, there was no reason to assume they'd keep the same law enforcement in place. Why would they? Earthlings would have no motivation to support the regime.

Keeping his hands at ten and two on the steering wheel, the Osmosian smiled up at the alien officer. "Is there a problem?"

The car being marked as being one used by a known terrorist cell, the Chimera Sui Generis officer wasn't playing any games or wasting his time. He had no patience for dancing around with a possible enemy of the state. "Sir, step out of the car."

"Was I speeding?" Kevin asked innocently. He knew very well he wasn't going over seventy, which was perfectly legal on an interstate. (At least, it was ten years ago.)

"Step out of the car and put your hands on the hood." The Chimera Sui Generis patrolman said again.

Oh. Well, if Kevin could put his hands on the hood, everything was fine then. Suppressing the urge to smile, the Osmosian opened the door and climbed out of the car. He turned around and placed both hands on the invulnerable hood of his car while the Chimera Sui Generis gave him a pat down.

"Where are you headed?" The officer asked.

"Home." Kevin replied, and the only reason the Chimera Sui Generis missed the smirk on his face was because the Osmosian's back was to him. The answer was true enough, it just wasn't the one the officer wanted.

"Don't be cute with me." He snapped. "This vehicle belongs to known fugitives. So, I'll ask again: where are you going? Where are you coming from?"

"Oh, well, if you want to know where I'm from…" Kevin gave a casual shrug of the shoulders and absorbed the 'Everything Proof' car paint of his hood. Covering his whole body in dark blue invulnerable armor. "I just left Vulkanus' Taydenite factory. You might say, I _went out with a bang_."

The Chimera Sui Generis took a step back in shock, his face tentacles swaying in agitation. It was only a day ago, but the Vilgaxian LEOs have to have been alerted of the hit on the factory by now. Everyone would know Vulkanus' place was hit by rebels and destroyed. …And Kevin just claimed the destruction as his own. True he actually had little to do with the actual distraction of the mine-factory-prison hole, but the Chimera Sui Generis officer didn't know that and he was suddenly feeling out of his depth.

Twenty minutes later, Kevin was back on the road, once again heading for Bellwood. In the back of his car was a standard issue Chimera Sui Generis hand blaster, a riot baton, and com link tuned to the Vilgaxian martial law enforcement frequency.

The Chimera Sui Generis officer was left alive. Tied up in the backseat of his own patrol car. With a note pinned to his chest.

 _'To Gwendolyn Levin,_

 _'We need to talk._

 _'-Kevin'_

…


	11. Battle: Gwendolyn

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

(A/N: Warning: This chapter contains rape, coercion, and dubious consent. I apologize for any triggers. You have been warned.)

 **Battle: Gwen**

Planes flew by over heard. Not just the Chimera Sui Generis fighters, but also some of Earth's own terran Air Force. Apparently, the battle had gotten so but that Rozum must have decided that the great Ben Tennyson couldn't handle it on his own. Which -in all honesty- at the exact moment, he couldn't. Gwen chanced a glance over to where her husband was supposed to be helping, hoping to some improvements in her cousin's condition.

What she saw instead, dashed any hopes she might have had.

Kevin was leaning against his car, looking dizzy and disoriented. Ben was laying on the ground. Unmoving. Not dead. Gwen could sense his mana, even across the battle field. He was definitely alive. But his mana felt muted somehow. Not quite like he was unconscious. More like he was… displaced. It was the oddest feeling the Anodite had ever gotten from the Hero of the Universe. But Gwen didn't have time to sit an analyze that now. Ben's mana might feel strange, but that wasn't important at the moment.

Vilgax reached down to pick up the prostrate hero and threw his limp body over one shoulder like a sack of flour.

Gwen dropped her shield and ran toward them. Creating panels of mana to run over her comrades battling on the ground beneath her. Ben was out and Kevin was standing alone against Vilgax. She had to get to them fast.

But she was only half way to her husband when a blast of dark energy shot upwards from the battle ground below her. It shattered the mana panel she was standing on and just barely managed to miss hitting her. Gwen dropped to the ground. Rolling a bit to spent the surplus momentum from the fall. She came to a stop in a crouching-kneeling position and looked around for the source of the dark energy blast.

It didn't take her long to find. The source of the dark energy attack wasn't an 'it' but a 'him'. Darkstar.

"So good to see you again, lovely Gwen." Though he was wearing his mask and Gwen couldn't see him face, she could practically hear the predatory smirk on his lips.

"Michael." She snarled and assumed a defensive stance. As much as she wanted to get to Ben and help Kevin against VIlgax, she definitely did not want to turn her back on Darkstar. "How could you side with Vilgax against your own world?"

He was an evil, self-serving, son of a bitch. She got that. That was a well established fact. But that was just it, he was a self-serving son of a bitch. What possible gain would there be for him helping an alien invader to attack his plant? His self-serving nature should motivate him to side with her and Ben to stop Vilgax. Not align with him. They may not get along, but they all lived on Earth. Didn't that mean anything?

"What do you get out of this?"

This time, she definitely heard the smirk in his voice. Wide, predatory and devoice of mirth. Gwen imagined his yellow skeletal teeth baring in a grin when he said, "I should think that'd be obvious, my Lovely. For helping Vilgax kill Ben and conquer Earth, I get… _you_."

Honestly, Gwen was not surprised.

"Well, as fun as it sounds staying here and dicking around with you, my husband and I had plans tonight. So, if you don't mind, could you just go ahead and lose already, so I can save Ben and Kevin's useless asses and get on with my night."

She still couldn't see his face for the mask he wore, but if the wordless snarl was any indication, she managed to piss him off. Darkstar raised his gloved hands and shot another beam of dark energy at her again. But Gwen was quick and light on her feet and she dodged it easily.

The first one she dodged easily. But then a ship over yea dropped another bomb and she had to throw up a shield to protect herself from the blast and subsequent shrapnel. So focused was she on that threat, that Gwen failed to react fast enough to Darkstar's second attack. This time, the dark energy caught her in shoulder, knocking her over.

On the ground now, Gwen glared up at her opponent, verdant eyes bright with defiance. Darkstar seemed to ignore her glare as he lowered himself over her, pinning her body down with his own. He took off one heavy glove and cupped her cheek.

Gwen felt his feeding almost instantly. A strange half-biting, half-sucking feeling that -by itself- was not actually all that unpleasant. It was very similar to receiving a hickey. The unpleasant part -the painful part- was the feeling of her mana being drained that went along with it. Having her life's energy sucked out. That was what hurt.

"Delicious…" He moaned.

Gwen closed a fist around his wrist and pried Darkstar's hand away from her face. "That's not yours to take."

And with a blast of mana, she pushed him off of herself.

Climbing to her feet, Gwen glanced back to where Ben and Kevin were. Her heart skipped a beat when she saw Vilgax's sword collide with her husband's head.

It was just the pummel, not the blade. But it his so hard, she heard the metal connect with Kevin's 'everything proof' armor even from her distance. Then the Osmosian was falling, the armor fading from his body. Gwen started sprinting to them, ignoring everything else that was going on around them. In that moment, nothing else mattered to her. She was shouting Kevin's name hoping he would respond. Wake up and show her he was at least alive.

Vilgax nudged the Osmosian's unmoving body with his foot and Gwen feared the worst. She was almost to them. One arm reaching out in front of her as if expecting Kevin to suddenly get up and take her hand.

Then one of the Rojo Gang's air speeders -minus its rider- came careening at her completely out from the left and Gwen had to jump suddenly to avoid being creamed by the rouge vehicle. It crashed in what had once been a very nice public library, sending debris flying everywhere. She threw up a shield to protect her head and eyes, but a stray shard of marble grazed her leg and Gwen went down.

It wasn't a bad cut. In fact, it was relatively small. But it was surprising and threw her already off balance body off her feet. For the second time she found herself on the ground. This time, with Vilgax looming over her. Gwen was suddenly painfully aware that she was at a strategic disadvantage.

Her on the ground. The Chimera Sui Generis commander over her. Kevin down -she did not want to say dead- and Ben unconscious in Vilgax's arms. She had the low ground, was without back-up, and Vilgax had a hostage. Things looked very bad indeed.

"Are you gonna kill me now too?" She asked, glaring up at him as if in challenge. Go a head and try killing her. If he destroyed her human body, her Anodite spirit would become more powerful than he could possibly imagine.

His face tentacle curved upwards in what Gwen imagined was supposed to be an ironic smile. He tossed Ben's body down on the ground, very ungently, and pulled something out of a thigh-pouch. Kneeling down, he closed his mammoth sized hand around Gwen's wrist. When he pulled his hand away again, there was a bracket there where there hadn't been one before.

Gwen stared at the bangle in sudden alarm. The bracelet looked unassuming enough. Plain enough to be worn with any outfit, but elegant enough to be considered higher-end jewelry. Except it wasn't jewelry at all. It was a power limiter, or power dampener, or inhibitor, or whatever. Grandpa had never really given the thing an official name. The material point was, Gwen now worse a bracket almost identical to the one she found in her grandfather's RV once. A bracelet that was supposed to render Anodites helpless. Trap all of their mana and power within their own bodies. Make them prisoners within themselves.

"No, Gwendolyn, I won't kill you." Vilgax informed her, almost sweetly. As if they were old friends organizing a date. "I'm not in the habit of breaking my allies' toys."

…

With both Ben and Kevin out of commission it didn't take long for the battle to wind down.

Rook realized they didn't have a chance of winning. Had been unprepared from the start and needed to make a strategic retreat and regroup. Gwen watched him and Gunther pile into Kevin's car -shooting as they went- and peel away. In the back of her mind, Gwen knew it was the smart move. Rook was right to retreat. But as she watched the tail lights disappear in a cloud of kicked up dust, she couldn't help of feel a little abandoned by her comrades.

Gwen looked away. But her eyes instead fell on her husband's prostrate body. Still lying in the dirt where he'd fallen. She wanted to kneel down next to him. Check his pulse and his breathing. Make sure he was actually still alive. But her hands were bound behind her back in energy cuffs and she was being held by one of Vilgax's foot solders.

"We shouldn't let the Revonnahgander go." Albedo was saying.

"I'll send a team to pursue them." Vilgax brushed off the Galvan's warning. He'd just won and wanted to bask in his victory.

"That's all well and good," Darkstar cut in, "but what about what we were promised. I fought for you, now I want my payment."

"Of course." The Chimera Sui Generis nodded. Then, to the soldier holding Gwen, "Igurax, give him the woman."

Gwen was more pushed rather than actually passed to Darkstar. She stumbled across the space between them sort of fell into his chest. Drakstar wrapped his arms around her in a gesture that -on any other person in the world- might have been comforting. But coming from Darkstar, his arms wrapping around her felt possessive, constricting, and confining. For the first time since Vilgax actually put the bracelet on her wrist, Gwen felt trapped.

…

Darkstar waited to feed on her until after he got her back to his home. The same sprawling mansion he was living in when they'd first met. Back when they were teenagers, looking for other Plumber's kids to help them combat the Highbreed. She was so excited back then to find someone else with powers, who was also handsome, and so much more respectful and polite than Ben or Kevin could ever be. She didn't look to closely at him. Gwen didn't recognize just how dangerous he was to her until it was almost to late.

That was almost twenty years ago by now.

Now Gwen knew just how dangerous Darkstar could be.

…And now she was all lone with him. In his home. Without the use of her powers.

He dragged her through the darkened halls to one of the only rooms that didn't seem to have fallen into disrepair. His bedroom.

Gwen was thrown down on the bed. Darkstar reached up to unclip the straps of his mask. The helmet was pulled off and even in the dim light, she could see his disfigured and skeletal face. Skin dark and leathery, dry and stretched. Like a mummy's wrappings pulled over its skull. Teeth yellow and uneven. Some of them missing in places, making gaps in his lipless smile. Eyes wide, round, and sunken. Pupils large and dilated. Eye-sockets wide. Hair brown and stiff. Missing large patches, making him look mostly bald. Overall, he looked like a living corpse. The same way he'd look for almost twenty years, ever since Gwen realized that he was not to handsome shining knight of her dreams she thought he was.

The gloves came off next. Revealing thin skeletal hands, the skin dry and leathery, stretched over long bony fingers. In the palm of each hand, was a maw. A mouth. Almost perfectly round with tiny sharp teeth running the whole circumference. Like a leech's mouth, but on a larger scale. Darkstar reached his hands out to her.

Gwen's hands were bound, but they'd done nothing to restrain her legs, and so she kicked out furiously. As if her very life depended on it -which it may have- and struck Darkstar in the wrist.

He hollered in pain and took a cautious step back. One deformed hand clutching the other. "You _bitch_!"

"I'm not as naive and easy as I was when we were younger, Michael." She snarled at him from the bed. "I won't give in easily. If you want my mana, I'm gonna make you work for it."

Gwen meant it to sound fierce, strong, willful, possibly even intimidating (though she wasn't sure just how intimidating she could be tied up and laying down). She was trying to force Darkstar to think twice about stealing her mana -her life's energy.

But, instead, all Darkstar seemed to do after he was done examining his injured hand was stare at her. Not in surprise or disbelief. But in something akin to admiration. His sunken, sickly eyes meeting her emerald green ones, bright with determination. After all, Gwen couldn't stay here and play the prisoner forever. She had to get out and find her son. With Kevin gone -she couldn't bring herself to say 'dead', not yet- she was all her baby had left. She had to get out and get away from Darkstar. She would!

All Darkstar saw were her lovely eyebrows drawn together in a look of determination and her green eyes willful and bright and he didn't care why she looked that way. All he knew was that she was, "Beautiful."

"And you're a psychotic ass." She informed him. Seriously. Calling her a bitch one moment and then beautiful the next. Even Kevin isn't that crazy of a roller coaster.

"Well, this psychotic ass is your new master, now." He informed her. "So you better learn some respect."

This time he was smart about it. She was still cuffed, but her legs were free. So, before he leaned in to try and feed again, Darkstar first went to a bookshelf against a side wall and pulled down an old, musty tome. Gwen recognized it as a magical text, through she wasn't sure which one. Darkstar leafed through its pages for a few moments before he found the one he was looking for and began to chant.

Phantom chains constructed of magic formed around Gwen's legs, holding her down. They snaked around her body from ankle to hips, preventing her to moving her entire lower half, never mind kicking him again. And with her arms already bound behind her back, all Gwen could do now was snarl in protest. "Damn it Michael! If you kill me…"

What? If he killed her what? Kevin was gone and Ben was in the hand's of Vilgax. Who would avenge her death? What could she threaten Darkstar with? All she had were appeals to his better nature -which she was not sure he even had.

"Michael, you have to let me go." She tried. "I have a son. He's just a baby. With Kevin- - _dead_ , I'm all he has left. Please."

There was a moment's pause as Darkstar considered her words. He didn't care for Kevin's son one way or another. One less complication to get in his way, in all honesty. He never liked the Osmosian from the moment they'd met and he liked the idea of Kevin's child even less. So, no. He would not let his Lovely Gwen go to find her child. He had no compassion for the thing what so ever. Let it die out there all alone. Killed by neglect, or the elements, or a stray bomb. Darkstar didn't care. But the _idea_ of Gwen's child could still be useful to him.

Darkstar smirked. He leaned down over her restrained body, faces so close, his thin dry lips were almost brushing hers. "Don't worry, my Lovely." He whispered. "I'm not going to drain you completely. If I did, I'd never get to have you again. You won't die. I'm going to keep you alive to feed off of for the rest of my life. And -if you're good- maybe I'll take you out and we can look for your son together."

At first she did not bee live him. "Let me look for my son now."

"No." He barked back. "The brat will be your reward for good behavior."

His hands were on her then. One of the forehead, the other on her throat. Sucking on her skin and sucking out her mana.

True to his word, he didn't drain her completely. Darkstar crawled off of her sated and partially rejuvenated, and she was still alive. Alive, but unconscious and in no condition to go out to a war-torn and partially destroyed city, and look for a lost child. Darkstar dispelled her magical restraints and replaced the book on the shelf. The energy cuffs he unlocked as well and left Gwen laying unconscious on the bed.

…

When Gwen awoke, it was to find herself alone in the room. Unbound and unrestrained. She crawled out of the bed feeling tired and drained. Literally, drained. But should couldn't afford to lay back down and rest. She was in the house of one of her worst enemies and had to get out. She had to find Devlin. She had to find her son.

Crossing the room, she tested the door handle and was surprised to find it unlocked. At least one thing had gone right today.

Breathing a sigh of unexpected relief, Gwen let herself out of the room and into a dimly lit and ill maintained corridor. The mansion used to be so luxurious and sprawling the last time she was here -over twenty years ago. Looks like mana wasn't the only thing Darkstar was stared for. He used to be so rich. Now he was just a leech -figuratively as well as literally.

But Gwen did have to time to pause and reflect on that right now. She had to get out and find her son. Somewhere out there Devlin was all alone. They left him in the care of Leah, Kevin's mother. But, while Leah was a delightful woman, she did not have any experience fighting aliens and Gwen wasn't sure how long she could trust her to keep her baby safe. Maybe if Kevin could get to them first-

…Except, the last time Gwen saw Kevin, he was laying face down in the dirt -not moving. She didn't even know if he was alive or not. With the bracelet around her wrist, she couldn't sense his mana. She couldn't sense anyone's mana. All her energy and power was trapped inside her body. She still had it, but couldn't use it.

At the bottom of the stairs now, Gwen made a b-line for the front door. If she could just get out, she could get to her son. That was all that mattered. Getting to her baby.

She didn't even get to the door, though.

Darkstar stopped her before she could cross the foyer.

Coming out of a side door that looked like it might have been a dining room of some kind, he crossed the space between them and closed a fist around her wrist. With one sharp yank, Darkstar pulled her to him and away from the door. Gwen's face collided with his chest, throwing her off balance and knocking the wind out of her. She snarled up at him, but was taken aback at the stark change in his face.

Where before he had a mummy-life face, with dry skin pulled tight over bone, lips so think it looked like he didn't have any at all, and eyes sunken in their sockets, he now looked… more alive. His skin was rejuvenated, his cheeks and lips fuller, his eyes no longer sunken. His hair was still mostly missing, but the patches that remained had more body and shine to them, not a proper golden blond, but certainly cleaner and healthier than the dead strands from before.

"And where do you think you're going, my Lovely?" He asked.

"To find my son." Gwen snapped at him. "You promised that if I let you feed off me, you'd let me look for my baby. _Please!_ I'm all he has left!"

His grip on her wrist tightened and Gwen felt the maw in his palm opening against her skin. "I told you the brat would be your reward for good behavior. Trying to leave me does not constitute food behavior."

The teeth of his maw were grazing her skin. Gwen felt it sucking on her gently. But it was not steeling her energy -not yet. He was just leaving a mundane and -comparatively- innocent hicky on her wrist. But she pushed that out of her mind as she glared up at him. "You don't even know where Devlin is. How can you use him to barter with when you don't even have him to barter with? Let me find my son!"

"I don't have to barter with you at all." He remind her. "Remember, Lovely Gwen, you're my prize. My _property_. I don't own you anything. I tried being nice, but I could just _take_ your mana and give you nothing in return." One hand was already holding her wrist, but he grabbed the other one with his free hand. "Since you seem received from my first feeding, I think I'll take my second helping now."

And then the maws in his hands that were just gently nipping at her before, began to syphon out her mana for real.

…

Every day Gwen asked to be let out to find her son. Every day Darkstar assured her he would if she behaved, but then he never did.

After ten days of feeding off her, he was almost completely rejuvenated. His face was youthful and handsome again, his muscles fuller and stronger, and… one other part of his physical body was revived.

Holding her down as he fed.

Her green eyes bright with frustration.

Breasts heaving with her every breath she took.

Darkstar felt something in him stir that he hadn't felt since that day when they were teenagers. Since she ruined him. He didn't think that part of him worked anymore.

Apparently, a slow regeneration was exactly what Darkstar needed to become a fully functioning male again.

He stopped feeding before she passed out this time. He wanted her awake for what he was going to take next.

Gwen sat up in bed. Usually he did drain her until she passed out and the change in pattern could not go unnoticed. "Are we going to find my son now?"

Perhaps she was being naive. But naive hope was about all that kept her from going insane. Trapped in her own body, unable to user her powers, locked inside one of her most persistent enemy's home, unable to escape on her own, and forced to allow him to feed off her. Naive hope was all she had to cling to.

"No…" He whispered, voice thick and heady. Darkstar pushed her back down.

"We will." He lied. Because there was no denying that it was indeed a lie by this point. He didn't care about her child, only her and what she could give him -what he could take from her. "But after…"

"After what?" Gwen asked.

He slipped his hands up under the hem of her shirt and pulled up on the blue fabric. Peeling the article over hear head, revealing full round breasts contained in an unflattering sports bra. Darkstar tsk'ed in disappointment that she hadn't been wearing more feminine or alluring underclothes when she was captured. But then, he would have been it would have made him think of what she and Kevin might have been doing or planning to do before the battle, and Darkstar realized, he'd prefer not to think about her with other men at all.

Gwen, for her part, didn't even register his disappointment at her un-sexy underwear. She was to busy being shocked by his sudden and inexplicable action. Up until this point, Darkstar had only ever been interested in her mana, her power, the energy that fed him. There was never any sexual component to his attempts to claim her before. Not even when they first met.

"Michael! What are you doing!?" She yelped in alarm.

"Whatever I want." He informed her as if this should have been obvious.

Seizing the sports bra with both hands, Darkstar yanked on the article roughly until the elastic broke and the knit fabric tore. He left it hanging from her shudders, her breasts now exposed, nipples peaked from the sudden change in temperature. But he told himself it was because she secretly wanted him too. Leaning down, Darkstar took one tight nippled in his mouth and sucked on it gently -not sucking out her mana, just enjoying the pleasure of her intimate flesh in his mouth.

"No!" Gwen shrieked and kneed him in the balls.

With a gasp of shock and a groan of pain Darkstar collapsed. Gwen just barely managed to roll out from under him before he could completely pin her down with his weight.

"You _bitch_!" He snarled into the recently vacated bedspread. Pushing himself back up with one hand, the other cupping his injured manhood, Darkstar glared at her with murderous vengeance in his eyes. His hand lashed out with dark energy, hitting Gwen in the chest and knocking her off her feet. Muttering a spell under his breath, Darkstar climbed off the bed and stalked towards her. Mana construct chains slithered around her once again, binding her limbs, keeping her from climbing to her feet or escaping. Darkstar grabbed a fistful of her hair, pulling her head up to look at him. "I'll _never_ take you to find your brat if you keep acting like that."

"You'll never take me to find Devlin anyway." She growled back.

He paused, as if to think about that for a moment, one hand drifting down to once again fondle her bare breasts. "I will admit that you're not giving me much incentive to."

"He's a small and helpless child, lost, alone, without his parents." Gwen reminded him. "If you had any humanity in you at all, that would be all the incentive you'd need to let me go find him."

"Except that if I just let you go, you'd never come back." He informed her. Hands now drifting down to unzip her pants. "And if I went with you to make sure you came back, then I'd be stuck taking care of another man's mewling brat. Not much incentive at all, my Lovely Gwen."

The pants were pulled off her hips and down her legs, another tug and they were over her feet, freeing her legs completely.

"Its clear what you want." She growled, eyes darting down to where his hand was now slithering under her panties. "But its not much of an incentive for me to offer it if you're just gonna take it by force anyway if I refuse."

"True." He agreed, teasing her pubic hair with his fingers. Tickling the skin beneath the red curls. "But it will certainly make things easier for me."

Gwen was silent a comment, keeping her face impassive as his finger moved lower, teasing her slit.

It had been ten days already. There was no telling where her son was or in what state he was in. Was he still with Leah? Were they separated? Did Devlin transform? Was he stuck in his mutant for without- -without Kevin… Tears Gwen didn't know she was holding in started to well up behind her eyes. Oh, god! Kevin! The last time she saw her husband, he was laying face down in the dirt -unmoving. She couldn't sense his mana. Not with the bracelet on her wrist trapping her powers inside her own body. She couldn't sense anyone's mana. They wouldn't let her check his pulse or his breathing. They just left him there. In the dirt.

You didn't do that for an anomy that was still alive. You didn't turn your back on an enemy that was still alive. Kevin was… Kevin really was… _dead_!

Darkstar slipped a finger between her lips and was disappointed to discover her still dry and unreceptive.

If Kevin was dead then there wouldn't be anyone else to find Leah and collect Devlin, make sure he was safe. If Kevin was dead, then the boy wold never be able to turn back into his human form -not until he was old enough to understand concepts like calming oneself down and controlling one's emotions. If Kevin was dead, then Gwen was all Devlin had. He needed her more that ever! She had to find him! She had to!

Darkstar withdrew his hand from her panties in disappointment. He sucked on his fingers in an attempt to moisten them and try again.

If Kevin was dead… then it wouldn't be cheating if she went along with what Darkstar wanted. (Even if he were alive, it still wouldn't be cheating anyway, but that was beside the point.) If it was to save their son, Kevin would understand.

"Alright, Michael." She whispered, tears falling silently from her eyes. "Alright. I'll… I'll do what you want…"

Because it was what she had to do to get to her son, and there was nothing more important to Gwen than her child.

...


	12. Episode VIII

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode VIII**

It was late by the time Kevin pulled his car into what used to be the house he shared with his wife. The house he thought he was going to raise his on in, where Gwen planned to raise their children (plural) when she finally got the daughter she wanted. The daughter she eventually got from Darkstar instead -but he tried to push that from his mind. Len Morningstar was the least of Kevin's problems at the moment.

He left two messages for Gwen already. One back at Los Solidad, written in his own blood. A powerful source of mana. So that she would recognize it and know that it was him, that he was alive. The second a quickly scrawled note pinned to the uniform of a Chimera Sui Generis patroler. Kevin was leaving a clear trail for her to follow. Now all the Osmosian had to do was wait for his wayward wife to come and find him. Their old house was as good a place as any to confront her.

The place was actually in better condition than Kevin expected to find it in.

After ten years, he imagined coming home to a ruin. To the remains of what used to be a house. But instead, not only was it still standing, but also in almost pristine condition. Not even any signs of break-ins or looting. That was odd.

The answer presented itself, however, once Kevin killed the car engine and stepped out. Crossing the lawn to the front door, there was a bold red and black sign posted on the door. It bore six-tentacled squid of the Vilgaxian crest, the symbol on Vilgax's banners. Beneath the crest, written in three different languages -two alien ones and then English- was the message:

 _'Property seized by order of Supreme Leader Vilgax-Thulu._

 _'All traitors, known and suspected, forfeit their properties and holdings to the Supreme Leader._

 _'No trespassing. Violators will be executed without trial.'_

Well, that was a cheerful message. But it certainly explained why the house was mostly left alone. Unconcerned, Kevin placed his hand on the metal door handle, to absorb the metal, and cut through the sign. His body didn't turn to metal. In fact, Kevin didn't absorb any of the steel at all. But he did feel his body cover itself in armor. Just not the armor he expected.

Kevin looked down in surprise as his body was once again coved toe to head in Taydenite. Apparently, his own ten years spent saturated in Taydenite had left him a little changed from what he was before as well. After ten years of marinating in it, the Taydenite matter stayed with him, even after the armor was initially dropped. A new mutation, maybe?

But he could reflect on that later. For the moment, armor was armor. He ripped through the offending 'No Trespassing' sign and went in. The door was even unlocked for him.

Standing alone in the darkness of his old living-room, Kevin breathed in a deep sigh. The air was musty and had a stillness to it of a place that hadn't been disturbed in a decade. But underneath all that, it still smelled like home.

The lights didn't work. Of course, they wouldn't. If the property had been seized by Vilgax and his oppressive occupying government, then there was no reason for the power company to continue providing service to a place that wasn't using it. Likewise the gas was out. The stove wouldn't turn on -not that Kevin really felt any pressing desire to cook anything. But it was good to know for other reasons. If things did come to a fight -which he still doubted- no gas meant no explosions.

Heading upstairs, he found the first real signs of someone having been there since he and Gwen left it the day of their ill-fated battle.

Their bedroom door was closed and Kevin didn't remember closing it as he and his wife had rushed off to help Tennyson and their friends. Entering the room, he noted a distinct lack of clothing on the floor, and Kevin definitely remembered leaving their clothing all over the place. Gwen's skirt and blouse should have been crumpled in a heap by the side of the bed. His pants and underwear should have been bunched up in a pile at the foot of the bed.

But they were absent from the floor. After a carful examination, he found them sort of thrown in a drawer. Almost as if someone were trying to tidy up but their heart wasn't really in it. That was just downright _odd_.

The bed was still a mess, of course. He and Gwen hadn't made a bed since Devlin was born -not that Kevin really ever made a bed before Devlin was born. But Kevin's pillowcase was missing.

Stepping out of the bedroom, he checked the next door down the hall. Devlin's nursery.

Here there were also signs of someone having been in the room since they'd left ten years ago. One of Devlin's baby blankets was missing as well as Kevin's copy of _The Princess Bride_ -probably the only book (that didn't have to do with cars) that Kevin had ever actually read. He had planned to read it to his children just like his mother had read it to him when he was younger. But it was gone now. And it was such an odd thing to take, too.

Shaking his head, not really sure what to make of any of this, Kevin backed out of the room and closed the nursery door.

His last stop on the second floor was to use the bathroom -and discover to his horror that the water was also turned off. Admittedly, he should have known that would be the case. But one doesn't really fully comprehend just how terrible not having working plumbing can be until they've dropped a giant log and suddenly find themselves unable to flush it.

"Things like this are why I question how Gwen stayed with me so long." He informed the empty bathroom of the empty house.

 _'Well, that, and you're a giant asshole.'_

Alarmed, Kevin spun around, searching for the source of the voice. It sounded like Tennyson -like Ben. But Kevin knew that couldn't have been right. Everyone said that Ben was taken back to Vilgaxia after they lost the first battle. There was no way the obnoxious Hero of the Universe could be whispering in Kevin's ear from half a universe away. He was not an Anodite and could not astral project. Neither was he psychic or telepathic -unless he was in the form of a psychic or telepathic alien, which wasn't likely since he was also supposed to be in a coma at the moment.

Kevin continued to glare at the empty space where he was sure he heard Ben's voice come from. Obviously, there was nothing there and that worried him. This was the second time since being saved from Vulkanus' Taydenite farm that Kevin had heard his old friend's voice. The first being in the Los Solidad medical building while Rook and his mother were packing it up. Cooper had been working of a reproduction of the original Omnitrix and after seeing it, Kevin heard Tennyson's disembodied voice comment on it.

That was not normal. Not even for Kevin's own unique interpretation of 'normal'.

Over the course of his life, the Osmosian had been various forms of 'crazy'. It was kinda his thing. Sanity always had been a bit of an uphill battle for Kevin. But 'hearing voices' was one type of crazy he'd never experienced before. Auditory hallucinations were not in the Osmosian's usual repertoire.

 _'I'm insulted! What makes you so sure I'm a hallucination?'_ Asked the voice of Tennyson, sounding whiney and incensed. Even if it was a hallucination, it was still managing to play the Hero perfectly. That level of indigence was just to _Ben_.

"I'm not hearing this." Kevin said aloud. This time speaking to himself. Reminding himself that hearing voices weren't his flavor of crazy.

He headed back downstairs. Lifting a couch cushion, Kevin shook ten years worth of dust and age from it. Threw it back down where it went, and sat down. Sat down in _his spot_ on the couch to wait for Gwen to follow his mana and find him.

…

Sweat slid from her forehead and down her cheek.

Lenette liked to think that she was tough. But she'd never been worked this hard before, and it was only her first day of training. Lifting her head, the girl glared up at Igurax. The Chimera Sui Generis soldier had been her bodyguard her whole life. As such, he had always been more of a silent fixture. Always there, but in the background. Quietly trailing her like an attentive shadow. Having him actually take an active role in her education was a completely different experience.

"Again." He said, standing over her. Matching the glare she was giving him with one of his own.

Len inhaled, trying to work some oxygen into her burning muscles. "We've been doing this for hours. Its late. I'm tired."

"Your enemies will not care." Igurax informed her, uncaring.

"I can't do this anymore." She whined.

"Then you will die." The Chimera Sui Generis concluded. Not announced, or informed. Concluded. As if that was the end of it. If she didn't train, then she would die. And if she did indeed die it would be the end of it.

Len stamped her foot loudly, ready to throw a full tantrum if need be. Thus far, tantrums were the most powerful weapon in her arsenal. It got her whatever she wanted from her daddy. The thing was, Igurax wasn't Daddy. He was her bodyguard. His job wasn't to keep her happy, his job was to keep her alive.

"Where's my daddy?" Len demanded.

"Probably seeing to important Rall'ya business." Igurax could not have sounded any more uninterested. "And before you try running and crying to him, remember that he's the one who assigned me this task."

The girl pouted to no affect. The Chimera Sui Generis soldier was immune to all her carefully honed manipulation techniques. Len paused for a moment to reexamine her strategy.

"Where's my mother? Daddy said she'd help with my training too." Mom certainly wouldn't let Igurax push her around. After all, Len was her precious little girl. "Didn't Daddy say she was supposed to be helping me with my powers? I wanna do that now. Bring me my mother."

For a moment it looked as if Igurax was about to protest. He wasn't a member of the household staff that could be bossed around. He wasn't even one of her daddy's assistants that helped him with the clerical duties that went along with the position of a Rall'ya. He was her bodyguard. A warrior. Trained to fight. He did not 'fetch'.

But he was also a soldier, and soldiers followed orders. Lennette Evelyn Morningstar might not technically be his commanding officer, but she was part of the mission he was assigned to. To ensure that Ben Tennyson's cousin remained loyal to their great Thulu. So, the Chimera Sui Generis straightened, calling upon his military discipline to keep him from snapping back at the little shrimp. Instead, he silently left the room to find the Red Witch.

…

The Red Witch flew into a rage after Darkstar informed her -with no room for argument- that her baby girl, her last living child, would be thrown out to the wolves. Made to pursue her old friends and comrades.

The Witch snarled at anyone who bothered her after that. Everyone except for Darkstar himself, whom she still had to submit to for feedings and... other cravings. But aside from him, the Witch was mostly left alone. Avoided by the household staff and Darkstar's clerical aids.

She barricaded herself in one of the manor's empty rooms. The house certainly had enough of them. Her own bedroom certainly wasn't a sanctuary since she was forced to share it with Darkstar, and her dojo was to be the stage for Lenette's training. There was now no place the Witch could call her own -except to claim one of the many vacant rooms.

Every piece of furniture in the place was smashed. Not that there was a lot to begin with, but the charming baroque style armchair that was by the window was now reduced to kindling. Its upholstery ripped off, the stuffing thrown about, and the wood shattered. A few generic pictures on the walls sported shattered glass and cracked frames, hanging tilted. There used to be a writing desk, but what was left of it was now less recognizable than the chair. That was all that used to be in the room. Now it was just wood chips, fluff, and shards.

The Witch took stock of her destruction. Taking some small measure of comfort in it. She couldn't hurt Darkstar, but she could wreck his shit. The mess matched her mood perfectly.

Taking a deep breath, she forced herself to calm down. Nothing would be gained from staying enraged. Her maternal anger would not help Len.

The door opened without a knock.

Eyes glowing star sapphire, the Witch spun around, as if to attack whoever it was that dared disturb her violent brooding.

Igurax stood in the doorway, looking calm and unaffected. His face tentacles not giving even the slightest of sway at her sudden movement. Arms clasped behind his back, feet slightly parted, a perfect parade rest. But then, he was a trained soldier who fought in the first battle. He saw her power and her fighting prowess first hand ten years ago and he was not impressed.

"Shouldn't you be guarding my daughter." The Witch snarled at him. Hating him for everything that he was. His race, his allegiance, his role. Everything about him gave her reason to hate.

"The Little Miss has requested you now train her in the use of her powers." He informed her, almost disinterested.

A lump rose in her throat, and the Witch found herself having to stifle a sob before she could speak. "Its late. Why is she still up? Len should have been asleep hours ago. I'll take over her training in the morning."

Igurax never appeared aggressive with her or Darkstar. Although he was Vilgax's agent and reported directly to the Thulu, he never openly challenged her in the raising of her offspring. Part because Chimera Sui Generis did not take as active a role in the rearing of their offspring, as mammals like humans did, and he didn't fully understand all that Lennette and the Witch needed from each other. But, mostly, because it wasn't his job to tell her what to do with her offspring. Igurax had one mission: stay close to the girl and be in a position to kill her should the Witch ever openly betray the Thulu.

That was his job.

That was Igurax's one purpose in remaining an ever-present fixture in the Morningstar household.

They called him her 'bodyguard' and in a way, that title was true. If the girl were to die -which could happen, Earthlings (especially young Earthlings) were remarkably fragile things a simple accident could end the child's life. But if Lennette were to die, then there would be nothing to hold the Witch in place. No leash to pull her down or rein her in. Vilgax-Thulu would lose his greatest instrument against the remnants of his enemy's allies. In this respect, his title of 'bodyguard' wasn't entirely a fabrication.

But his core mission would always be to follow whatever orders his Thulu gave him.

Tilting his face upwards, the Chimera Sui Generis equivalent of raising his chin in a subtle challenge, Igurax said, "Vilgax-Thulu wanted this done quickly."

Her hands balled into fists as the Witch glared back at him, meeting his challenge with one of her own. "And our great and powerful Thulu -in his infinite wisdom- should also recognize that she'll be useless to him if she's so exhausted she can't stand."

"My understanding is that Osmosians have greater stamina than humans." He countered.

"Not when they're children!"

The alien only shrugged. A human gesture he'd picked up at some point during his decade stationed on Earth. "She is your offspring. You will do as you see fit. However, be aware that every day you delay her being deployed out in the field, will be counted. Take to long and our Thulu may decide you're more of a hinderance than a help."

"Is that a threat?" Asked the Witch, eyes once again glowing. "Are you being ordered to kill _me_ now, Igurax?"

The Chimera Sui Generis soldier gave another very human-like shrug. "I do as I'm ordered." He moved to leave, but paused in the hall. Turning back to her, he added, "You should too."

That was the closest thing to 'friendly advice' the squid-alien had ever given her.

…

Len was stretching when the Witch found her in the dojo.

Wearing the gym uniform from her school, since Len had no other work-out clothes, he back to the door. The Witch crossed her arms over her chest and examined her daughter.

Kevin was always tall for his age. Even back when they were children, he always seemed to tower over herself and Ben. Len had not inherited her father's hight. She was more petite. Lithe and slight of frame. She was more like her mother. Lean and sinewy. Slender and narrow.

Her hair, naturally an ebon-black, was bleached to Darkstar's shade of golden-blond. But at the top of her scalp, the Witch could see the natural dark roots growing back out. Darkstar would insist her hair be re-dyed again soon. He hated looking at he daughter and seeing traces of her real father. It was why he insisted on Len knowing how to maintain here normal human form. He hated seeing her in her stone body. A mutation inherited from Kevin.

That was how the Witch knew that this order to put Len out into the field didn't come from Darkstar, but from above him. From Vilgax. If Len was going to be an enforcer like her mother, if Len was going to fight rebels and place herself in harms way, then she would need her mutant form. Kevin's second mutations. An amalgamation of stone, wood, and Taydenite.

Closing here eyes, the Witch remembered her late husband in that form. All the things he could do, and all the things he couldn't. The form's strengths and its vulnerabilities. She wished Kevin were alive and here to teach their daughter instead. He certainly understood his forms and powers far better than the Witch did. But he wasn't here, because he wasn't alive. So, she would have to train Len. Train her as well as she possibly could, so that her daughter didn't end-up joining her real father.

The Witch cleared her throat.

Len turned around. When she saw it was her mother, she straightened, adopting an air of business-like professionalism. "I'm ready to practice my powers now."

"Oh, are you?" The Witch raised one perfectly shaped red eyebrow. She gave the child a more thorough examination. Noted her drooping shoulders and heavy eyelids.

"I a~am." Len yawned.

"You wanna know what I think?" Began the Witch. "I think you're to tired to learn anything more tonight. C'mon. Its well past time someone put you to bed."

"But I'm not sleepy!" The girl whined. No sooner were the words out of her mouth, however, than she heaved another -heavier- yawn.

The Witch put an arm around the nine-year-old and lifted her up. "Nope. Its bedtime. Lets go. I'll even read you a chapter from The Princess Bride. How does that sound?"

They exited the dojo. All the while the Witch was very aware of Igurax keeping a close eye on them. He didn't allow himself to be seen. He liked to give the allusion of privacy. But he was always there. Staying ever close to Lennette, should the order come through that he would have to take her life as payment for a betrayal from the Witch. The Witch sensed his mana and took it as an ever-present threat.

…

He hung his head in his hands. A very human gesture for Chimera Sui Generis trooper. But then, Albedo had noticed, that after a decade spent on Earth, quite a number of Chimera Sui Generis -both soldiers and private citizens- seemed to have adopted a few native habits and mannerisms.

They found the trooper tied up in the back of his own abandoned patrol car. His weapons and radio stolen. The trooper a little beat-up, but other wise unharmed. A note pinned to his uniform. He was immediately brought in for a statement.

Albedo stroked his silver-white beard absentmindedly. Turning his attention from the trooper on the other side of the two-way glass, he looked down at the note in his hand and reread it aloud. "'To Gwendolyn Levin, we ned to talk. -Kevin'."

"I guess cutting himself and splattering it on walls was to pretentious for him." Vulkanus shrugged. "Now he's trying something a bit more pedestrian."

"There's a saying here on Earth, 'less is more'." Albedo supplied. "It means that simplicity is best. Now that he's no longer with the rebel's main group he won't keep moving anymore. Remember, he _wants_ to be caught. He still thinks the Witch is the one pursuing him, so he'll find a place to wait for her. Somewhere easy to find that means something to both of them."

"Considering that the both of them have saved the world together from multiple locations across the globe, that could be anywhere on Earth." Vulkanus reminded him.

Here Albedo smiled. "Ah, but he pulled over anywhere on Earth. He was pulled over on the highway leading into the Bellwood. He's most likely going home." Folding Kevin's hastily scrawled note, the human-bound Galvan placed it in an inside pocket of his jacket. "We can be there by morning."

...


	13. Episod IX

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode IX**

At some point, Kevin wasn't sure when, he fell asleep. Stretched out on the couch and dreaming of the ill-fated battle that had rendered Tennyson comatose.

 _"That's it, Tennyson, I don't know what's causing it, but whatever it is, I'm yanking it right outta that watch!"_

 _And the Osmosian closed his hand over the Omnitrix's watch-face. He felt it earlier. A 'wrongness' with the device. He couldn't connect it to any specific alien, but it was definitely there. An over-arching feeling of 'different'. It was that feeling that Kevin latched onto with his power and pulled. Trying to absorb whatever the hell was wrong with the Omnitrix into himself instead so that Ben would be cured and could use his abilities freely._

 _It didn't work out quite the way he planned._

 _Kevin didn't absorb the whole Omnitrix. Not like he did when he was eleven, or seventeen. But he did absorb something._

 _Vilgax's crimson eyes went wide as Ben screamed in -something more than pain- like Kevin wasn't absorbing something from the Omnitrix, but ripping a piece of Ben himself out through the Omnitrix._

The dream was cut abruptly short when someone burst through the front door, startling the Osmosian awake. "The fuck!?"

Kevin leaped to his feet. But his reaction was just a little to slow. The moment he was vertical, someone knocked his knees out from under him. He felt the barrel of a laser-rifle dig into his shoulder as someone else grabbed his hair, pulling his head up to look at the leader of the intruders.

His dark eyes narrowed as he glared up at Vulkanus and Albedo.

For half a second, Kevin felt a bit of relief at seeing Ben's face alive and well. But the relief was short lived when his brain caught up with his eyes and he noted that the coloring was all wrong. The hair was silver-white, not auburn. The eyes were an unsettling shade of crimson, not emerald green. It wasn't Ben's face Kevin was looking at, it was Albedo's.

"I see you're still suffering from that case of duche-face." Commented the Osmosian.

" _You_ are not in a position to make jokes." The Galvan snapped, testily. He nodded to one of the soldiers behind Kevin and he felt smack from the butt of a blaster.

"Aw... but its so funny." Kevin replied in a mock whine. As if they were old friends and he wasn't on his knees with guns pointed at his back. His eyes flicked to Albedo's Detrovite companion. "Vulkanus, how's business? A bit slow since I left?"

"It'll be booming now that I've got you back." He grinned maliciously. "And we didn't even have to use the girl to catch you."

Kevin assumed 'the girl' was referring to Gwen. "She wouldn't have turned me in. Whatever hold you people have over my wife, I would have broken it." A pause. "But you already know that. That's why you're here and she's not."

"You're 'wife'-" somehow Albedo managed to pronounce the invisible quotes around the word "-isn't here right now, because she'd rather stay at home sucking on Darkstar's cock than come chasing after some loser she hasn't thought of in ten years."

For a moment, rage flashed across the Osmosian's eyes. But he refocused it quickly, channeling it in more constructive ways. Kevin sighed with mock calm. "Ya know, I know you're just saying that shit to piss me off. Well, guess what, Albey."

"What?"

"It worked."

Kevin shifted his position just enough so that the barrel of the gun that was digging into his shoulder was instead pressed against his neck -against his bare skin. The moment he felt the cold metal, the Osmosian absorbed it.

Or rather, he meant to absorb it.

As with the metal from the door handle from the previous night, instead of absorbing the matter he meant to absorb, Kevin's whole body instead covered itself in Taydenite. Whatever Vulkanus had done to him over the past ten years, must have left him so saturated with the mineral that his body couldn't absorb anything else anymore. But once again, that was a worry for another time.

Now covered in the hardest substance in the universe, Kevin threw himself backwards, head-butting the hand that held the gun to his back. The soldier yelped in pain -it was equivalent to having his hand bashed by a rock, after all- and dropped the laser-rifle, which Kevin scooped up.

It was a long range weapon and they were in somewhat close quarters to make it practical. So, instead of pointing and firing, the Osmosian swung it around, more like a club, and clocked the second soldier across the face. The first soldier was recovering from the shock of Kevin's initial sudden movement and reaching for his smaller sidearm. The Osmosian backed up a few paces, lifted the rifle and shot the man squarely in the body armor.

Re-cocking the gun, Kevin turned and gave Vulkanus much the same treatment. Shooting him with laser blasts to both kneecaps and chest. Effectively crippling the Detrovite's mobile suit. He aimed a kill-shot at the alien's head, but discovered that the laser-rifle's power pack had run out of Tibana gas. Who goes into a raid without making sure their weapons are fully charged and loaded!? Seriously now!? Kevin thought these guys were supposed to be professionals.

Dropping the gun, the Osmosian morphed one Taydenite arm into a hammer and the other into a mace. His two favorite melee weapons.

He rushed Albedo. Pinning the Galvan to the wall. "Now, what was that you said about _my wife_?"

"Which part?" Albedo asked, unimpressed by the Taydenite covered Osmosian who's hand was uncomfortably close to his throat. "The part where she thinks you're a loser? Or the part about her loving to eat Darkstar cock?"

With an enraged snarl, that hand that was dangerously close to Albedo's very human, very fragile neck closed around it. Squeezing the Galvan's windpipe.

Still, he did not seem the least bit concerned. With the last bit of air squeezed out by the pressure Kevin was placing on his throat, Albedo gasped out, "Big Chill."

The transformation was instant and the newly formed Necrofriggian dematerialized. Slipping from the Osmosian's angry grasp like wisps of mist. Leaving behind a hard layer of ice covering Kevin's hand. The Osmosian flexed his fingers to crack the ice covering his hand. The Necrofriggian rematerialized behind him and changed back into the form of a color-pallet shifted Ben Tennyson. He put a hand on his hip and tsk'ed.

"Still so plebeian." Albego scoffed. "To this day I still don't understand what purpose you served on Ben's Team. You're nothing but a brute, Kevin. A uneducated, second rate broker, from a third rate world."

"That's funny coming from you. Considering the company you're currently keeping." The Osmosian nodded to Valkanus whom was busy extricating himself from his crippled mobile armor, and the soldiers they brought with them, laying unconscious on the floor.

"A necessity of my current circumstance. Nothing more." The human-shaped Galvan assured him. "My current benefactor likes his Rall'ya to play nice with each other."

"Congratulations!" Kevin clapped his hands. "You are more mature than the asshole you look like."

The Osmosian's eyes flicked down to the laser-rifle he dropped earlier. Not that he felt particularly threatened by Albedo, but he'd rather not waste time dicking around with him if it could be avoided. The rifle was useless as a weapon, but it could still be useful as a distraction. Kevin stepped over to it.

"Funny thing about being a second rate smuggler." He said. "You learn a lot of interesting trivia about the shit you smuggle. Take this laser-rifle for example. Standard issue for your troops, I assume. Nice weapon. Easy to handle. Not much recoil. A good weapon if you can actually remember to keep the gas packs loaded. Funny thing about laser-rifles, its not actually the laser that does the damage. Its the super-heated Tibana gas particles that are the real weapon. The laser is just for aiming and tracking."

"I know how laser-rifles work, idiot." Abedo snapped, wondering where the Osmosian was going with this. If there was one thing the Galvan knew about Kevin E. Levin, it was that he always had some angle to work.

"So, then you know what happens to an empty laser-rifle when someone does _this_!"

Kevin brought his Taydenite hammer down on the rifle's laser emitter. The cylinder cracked and there was a spectacularly bright flash. A blinding flash. When the cylinder of a laser-rifle's laser emitter is cracked -and those no volatile Tibana gas to ignite- the gun becomes no different than an awkwardly shaped flash-bomb.

Albedo stood blinking. Cursing his own lack of forethought. He was so confident that he had the upper hand over the Osmosian he failed to realize just where the Osmosian was going in his rant about rifles and lasers. When he and Vulkanus' vision cleared, Kevin was gone.

…

The car peeled out of the driveway and sped away, thought the streets of Bellwood, on its way back out of the city.

If Albedo was to be believed -which Kevin still hadn't decided if he was or not- then Gwen wasn't following him. Might not have even gotten his first two messages at all. That meant the leaving a trail for her and waiting for her was the wrong move. She wouldn't come to him.

So he would just have to go to her.

Everyone said the same thing. She was with Darkstar. So that's where Kevin would go. The Morningstar manor wasn't all that far away. Just the next town over from Bellwood. He would break in and force Gwen to see him. To talk to him. To explain to him why everyone and his mother was so convinced that she was a bad guy now. Until he heard it straight from her mouth, Kevin wouldn't believe it. He refused to believe it.

Gwen didn't write him off as a bad guy and abandon him back during his 'Ultimate Kevin phase. Back when he was trying to kill his associates, absorbing their friends, and trying to absorb _her_. Back when he really was a villain and needed to be put down. She still believed he was good and could be saved. Or even when he teamed up with Servantis and the Rooters. Of his own volition and knowing what he was doing. Pitting himself against Ben and their friends as part of a strange and convoluted plan that only made sense to him. Through all of that, Gwen still refused to believe he was evil.

If she could stick with him through all of that and still maintain his integrity, then he could do the same for her.

Kevin was not going to give up on the woman who never gave up on him.

 _'And that, right there, is true love.'_ Commented Ben's voice from the passenger seat.

There was no one actually there, of course. The passenger seat was as empty as it was the previous evening when Kevin left Devlin at Planetary Studios, in the care of his mother and Kai's rag-tag group of freedom fighters. The voice was just a manifestation of Kevin's reoccurring insanity. Something new and different, but still just a figment of Kevin's imagination.

 _'I am not a figment of your imagination!'_ Ben's voice insisted, sounding insulted and indignant.

"Then go and bother someone else if you're so real." Kevin growled out loud. He as in no mood to argue with his own imagination. It was bad enough that he was hearing voices at all. Prior to just recently, they were not part of his standard Crazy Package. "I'm sure your wife would be glad to hear from you. And your son."

 _'Believe me.'_ Ben assured him. _'I would love to be anywhere but here.'_

"And where is 'here'?" Kevin asked, actually curious. Where did auditory hallucinations perceive themselves to be? Did Ben thing he was here, in the car with Kevin? His voice was coming from the passenger seat. Or did the voice imagine itself removed from him? Speaking to Kevin telepathically, or through a metaphorical phone?

The voice of Ben didn't answer at first and for a moment Kevin wondered if the hallucination had gone for now.

But after a prolonged pause, Ben finally said, sounding unsure and a little scared, ' _I... I don't know. I don't know where I am!_ '

…

The Planetary Studios gift shop offered a small complement of junk jewelry. Pendents of plastic or coated brass. Cheap, mass produced pieces. But the chains they were on were solid. Devlin pulled a time turner from the third Harry Potter movie off a faux-gold chain. He tossed the movie trinket away, instead placing his own heart-locket on the chain. Hanging it around his neck, the boy tucked it safely under his shirt.

"Feeling better?" Kenny asked, watching a look of relief fall over his cousin's face. Devlin had, had that locket for as long as either of them could remember and without a chain he feared losing it. Kenny wondered if -since Devlin was offered the chance to leave with his father and he rejected it- he feared losing pendant all the more now. It was the only tangible link he had to his father, and the only proof that his mother -the Red Witch- was once a kind and loving woman.

The Osmosian patted his shirt, right over the locket. "A little."

Kenny waiting one... two... three beats. Then he inhaled a breath and asked a question he'd been wondering about since Devlin grabbed his hand as Kevin was driving away and squeezed it tightly. Squeezed tighter than Devlin ever had before. "Do you regret not going with your dad?"

Devlin squeezed his shirt, right over where the locket hung. "Of course not."

The younger boy wanted to take the answer at face value. He and Devlin had always been together. It made since that the older boy wouldn't want to be parted from him. But, Kenny couldn't help but note the way his hand clutched at the locket -even through the fabric of his shirt.

"Its just that, you stayed for me." He pressed. "And, I've been thinking. Like... like, if our situations were switched and it was my dad that came back and then left but he asked me to go with him. I think... I was thinking I might not have stayed. I might have gone with him. If it meant getting to know my dad... even if it meant leaving you behind. I think I-"

"Kenny." Devlin cut him off in his authoritative 'big kid' voice. It was the voice he used when reminding the other boy that he was older, and now, after meeting Kevin, Kenny suddenly realized just how much like Kevin Devlin actually sounded. "Stop being an idiot. If I didn't stay, who'd teach you how to use your aliens?"

He let go of his shirt and instead grabbed Kenny's wrist, holding the boy's hand up so that he could clearly see the watch that was there. The watch that now couldn't come off. A reproduction of the first Omnitrix. It looked bulky on Kenny's slender child-wrist, but then, it wasn't meant for him. Cooper built it with a grown-ups wrist in mind.

"You're mom doesn't want you getting involved in the actual fighting." The Osmosian reminded the younger boy. "So she sure as heck won't teach you. Maybe Alan or Rook might. But your aliens are mixed for some reason. Your aliens are more like _me_. I'm the best person to teach you."

"So, you're not sad?" Kenny pressed, still needing the assurance that he wasn't somehow responsible for Devlin making a decision he wished he hadn't.

"Besides," the older boy added, "my dad's going after the Witch. Why would I wanna tag along for that?"

…

"Alright. Get up."

The sheets were abruptly and rudely yanked off of Len, startling her awake. The girl gasped, drawing her knees up to her chest, eyes still shut she groaned, "Its still early."

"Time to continue your training." Her mother announced.

A wad of fabric was thrown at her and Len opened her eyes to discover that it was her gym uniform again. Freshly washed and ready for another session of sweat and toile. The girl groaned. She always wanted to fight the rebels same as her mother, but she never imagined that getting ready for it would be so much work! Len had never had a difficult day in her life. Now it was looking like she would have two in a row.

"Five more minutes." She negotiated, spreading her uniform over her like a blanket in place of the sheets that were taken from her.

With an unconcerned sigh, the Witch lifted a glowing hand. Creating constructs of mana, she tipped the mattress and spilled her daughter out of it. "No. Now."

Len clattered to the floor in a heap, fully awake. There was no getting back to sleep now. She glared up at her mother.

"Get dressed." The Witch commanded. "If you're not down in the dojo in ten minutes I'm coming back up here, and Len, if I have to come back up, today's training will be a lot harder than it needs to be."

She left.

Groaning and grumbling about just how unfair her life was and how mean her mother was, Len picked herself up off the floor and started changing out of her pajamas. She slipped on her gym uniform, pulled her sleep-tossed up into a messy pony-tail, and went downstairs to meet her mother in the dojo.

Igurax joined her outside her door. Trailing behind her like a silent shadow. Once again falling into the role of the dutiful bodyguard.

The Witch was standing in the middle of the room when Len arrived. Back to the door. Arms wrapped around herself. Shoulder's shaking. Len blinked at her. Was Mom mad about something?

"I'm here." The girl announced.

One of the Witch's hands moved up to rub at her face before she turned around. Her cheeks were flushed as if she'd been crying, but her eyes were dry. Clearing her throat, the older woman commanded, "Transform."

Just like that? No warm up? Yesterday, Igurax made her stretch and warm up for, like, forever. Len hesitated. She made a daily point not to allow herself to slip into her mutant form. Her daddy hated her form. Said it was unbecoming. He also had a mutated form that was disfigured and hideous, but Len had never seen it. Daddy said that people did not flaunt their deformities in polite society.

But then, the rebels weren't exactly 'polite society'. If Len was going to be fighting rebels, she would need to be comfortable maneuvering in her mutant form.

Igurax moved to take up a spot against the wall. He stood with hands clasped behind his back, feet slightly parted, at parade rest. Once again the silent observer watching over his charge. He would take up instruction again when it was necessary. But for now Lennette had to learn to use her Osmosian powers, that was something only the Witch could do.

"Hurry up!" Her mother pressed. "Your opponents won't give you time to dick around."

"Wut?" Len blinked at her. She'd never heard her mother use rude language before.

The Witch's hands glowed star sapphire, it was the only warning the girl got before two identical orbs of mana were launched at her. The first one caught the in the knees, throwing her off balance. The second hit her shoulder, causing Len to topple to the dojo floor.

"You're dead." Her mother announced. "Your enemy just killed you."

"I wasn't ready!" The girl argued back, climbing to her feet.

"And I took advantage of that." The Witch informed her, as if that should have been obvious. "What did Igurax teach you yesterday? That everyone would be nice, and polite, never take advantage if you're not paying attention, and never kick you while you're down?"

"But you're not one of the bad guys." Len argued. "You're my mom."

"Not right now I'm not!" The older woman informed the girl. "Right now I'm the Red Witch. Perhaps you've heard of me? I'm a stone-hearted ice queen who doesn't even know the meaning of the word 'mercy'."

"But that's not true."

"That doesn't matter." The Witch informed her. "Now transform and let me see your stance."

Feeling more uncomfortable than she'd ever felt in her life, Lennette allowed her frustration and nerves to course through her. Pushing her adrenaline levels up until it triggered her transformation. Bleach blond hair solidifying into Taydenite, torso turning to stone beneath the fabric of her gym shirt, legs shifting to wood. Len stood before her mother in her full mutant form.

"To slow." Announced the older woman, throwing another low-level mana orb at the girl.

This time Len threw up her arms to block the blow.

"Better." The Witch nodded. "Now, show me your stance."

"My stance?" Asked the younger woman, confused.

The Witch suppressed a growl of frustration. "Your fighting stance! Igurax kept you up into all hours of the night last night. What was he teaching you? How to get yourself killed with attitude?"

Len felt a pressure build behind her eyes, a sensation that usually meant she was in danger of crying. But her mutant form had no tear ducts, so all she did was whimper. Her eyes flicked to her Chimera Sui Generis bodyguard leaning against the wall, the quickly looked back down at her feet. Trying not to show her discomfort in front of her mother, Len assumed the VIlgaxian combat stance Igurax showed her the pervious night.

"Wrong." The Witch shook her head.

"But this is the way Igurax showed me." Len protested, once again looking to her bodyguard. This time silently pleading with him to back her up. Tell her mother that this pose was exactly what he taught her the pervious night. "This is the basic stance for Vilgaxian martial arts."

"Are you a Chimera Sui Generis?" Her mother demanded. "Do you carry yourself like they do? Is your body balanced the same way theirs is? Where's your center of gravity?"

The Witch circled the girl. Making one full ring around her before she started making her corrections. Before the Witch became the Red Witch, back when she was still Gwendolyn Levin, back when she was still Gwen Tennyson, she was a master of karate and proficient many other earthling-based martial arts. It was one of the many skills she brought to the table as a member of Ben's Team. She didn't use those skills as much as an enforcer under the employ of Vilgax and his Rall'ya -she didn't like to get that close to her opponents now -not close enough to see their eyes.

But while her fighting skills might not have been practice in many years, that did not mean she didn't still possess the knowledge. If that knowledge could help save her daughter's life, then the Witch was going to use it. Crossing the space between them, she pushed squarely on Len's chest. The girl stumbled backwards a few steps before catching herself.

"No balance." The older woman announced, as if she'd just concluded her point. "Take your stance again."

"But you just said it was wrong." Len once again protested. She seemed to be doing a lot of protesting lately. Since when did she become so indignant?

"And it is wrong." Nodded the Witch. "Now I'm going to fix it." Turning her head to Igurax, she added, "And you're going to watch so that you know what a proper human combat stance looks like."

The Chimera Sui Generis bodyguard gave the slightest of nods to show that he understood an order when he heard one. "Ma'am."

"Good." The Witch nodded, then turned back to her daughter. "When we're done, you just might be able to survive your first fight."

...


	14. Prelude: Igurax

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Prelude: Igurax**

The Thulu-Gurath were the envy of the Chimera Sui Generis military. The Thulu's royal guard. Elite soldiers handpicked for Vilgax's personal security contingent. Igurax was one of the youngest soldiers in the history of the Thulu-Gurath to be elevated to such a demanding position -only ninety-seven years old, barely out of his adulthood and unseasoned.

He was hatched in the creche of the Deep Keep, the Thulu's residence in Gatanothoa, the capitol city of Vilgaxia. All that meant was that his parents were in residence at the Keep during spawning season. Either as guests of Vilgax-Thulu, or regular members of the court. Unlike the mammalian species of the universe, Chimera Sui Generis did not form unnecessarily close attachments to their offspring. A female laid her eggs, a potent male fertilized them, then the two went their separate ways. For all Igurax might know, the great Thulu Vilgax himself might be his father.

But then, the great Thulu could have dozens of children from dozens of spawning seasons. Even if Igurax was a son of Vilgax, he would be one of many. Not to mention, the great Thulu was only middle aged and in excellent health. He had no need of an heir. So, it was of no point or purpose to speculate about his anonymous parentage.

If Igurax ever noticed a slight resemblance between himself and the great Thulu, in the shape of their eyes or the set of their brows, he tactfully did not comment on it. It was not his place.

He saw, fist hand, what happened to those that presumed a special association with the great Thulu and demanded special treatment because of that presumption.

They did not last long.

When Igurax was still just a hatchling. Confined to the creche under the care of the Deep Keep's domestic staff.

A male whom hatched from a previous spawning season, several seasons Igurax's senior, had just entered his adolescents and begun training in the Gurath -the military. He was a competent fighter. Nothing special, but certainly proficient in whatever art he was trained in. But he also bore an uncommon resemblance to the great Vilgax-thulu, and after completion of his first term at the Gurath academy, demanded the Thulu acknowledge him as his son and heir.

Vilgax was insulted by the upstart's presumption. Not only denying the youth's demand, but going so far as to publicly humiliate him. Beat the adolescent Chimera Sui Generis to within an inch of his life. He didn't kill the boy. But his injuries did criple him in a way that ended any hopes he might have had of remaining in the military. He was discharged from the Gurath and barred from the Deep Keep.

The last think the Thulu did before kicking him out entirely was to dragged the injured and broken youth to the creche where he had been hatched. An example to the younger hatchlings of the Deep Keep.

Igurax remembered he was wading in the deeper waters of their pond when Vilgax brought the boy in. Yes, there was a resemblance there. The set of the shoulders and placement of the face tentacles. Of course, not all of the youth's tentacles had grown out yet, he was still to young. But one could see where they might be once he reached his adulthood and their placement was very similar to Vilgax's own.

It was the same placement of Igurax's face tentacles now that he was in his adulthood.

Vilgax had thrown the boy down at the edge of the pond and announced that this is what happened to those that made demands above what their achievements merited.

"Blood doesn't matter." Vilgax announced, addressing all the hatchlings of the creche. "Lineage doesn't matter. All that is important is strength and achievement. The best pedigree in the universe doesn't amount to a damn thing if you do nothing with it. If any of you have ideas of succeeding me, I suggest you prove your worth with action -not worthless appeals to kinship."

He then kicked the broken youth and walked away. Once the Thulu had left, one of the creche's attendents rushed forward to help the boy up and take him away.

That was the last Igurax ever saw of the man that was -in all likelihood- his brother.

But he didn't dwell on it to much. Not on the man, anyway. As Vilgax-thulu had said, blood didn't matter. That was the pat that really stuck in the young Chimera Sui Generis' mind. Because he did want power, and he did want influence. Maybe he even -from time to time- entertained fantasied of one day succeeding Vilgax as the next Thulu of the Chimera Sui Generis race. But he would do it on his own merit. Under his own power.

Maybe Vilgax was his father. Maybe he wasn't. That didn't matter. Pedigree didn't matter. Success was all that mattered.

Success, and maybe opportunity.

So, when the Thulu had a crazy idea to invade a planet he'd tried to conquer four times already, and had failed every time, Igurax went with him. When the Thulu wanted to capture an Earthling he'd tried to kill and/or capture countless times already, been defeated each time, nearly died several times, and transformed into a half-Chimera Sui Generis half-Lucubra hybrid monster thing once, Igurax stayed close to him. Not because he loved his Supreme Leader and devoted himself to the older male's safety. But because Earth and Ben Tennyson had proved difficult for his Thulu in the past and provided Igurax with an opportunity.

The young Chimera Sui Generis soldier gazed out the transparasteel of the command bridge's panoramic window. The planet that hung suspended in space before them was blue. A beautiful deep blue, occasionally broken up by green and brown land masses under a marbling of white clouds. Earth. Third planet in the Sol System. Its surface was covered in seventy percent water. Salt water. Sea water. No wonder Vilgax-thulu wanted it so badly. It wasn't just a point of pride, Earth actually had resources that might benefit the Chimera Sui Generis race.

Its conquest would serve a practical purpose. A nice justification for his personal vendetta against Ben Tennyson.

The main door to the bridge hissed behind him and Igurax turned, immediately coming to attention when he saw that it was none other than his Thulu, Vilgax Conqueror of Ten worlds, who entered.

Everyone on the bridge snapped to attention.

"A ease." Vilgax nodded, allowing every member of the Gurath to relax just a bit.

Igurax had not been sitting in the command chair -he was not technically a member of the ship's command crew, just a royal guard- but he offered it to the Thulu anyway. Vilgax sat down, crossing one leg over the other and gazed at Earth as Igurax had just been.

"Beautiful, isn't it." Commented the Thulu, stroking his face tentacles affectionately. "Sometimes I wonder if I find the planet so attractive because she seems unattainable, or if this little mud ball really is just that pretty."

Not sure if the Thulu was addressing him directly or just musing out loud, Igurax remained tactfully silent. That had been his policy for most of his life. Do not offer unsolicited comment. Remain silent. Watch and listen. Let your actions and your achievements do your speaking for you. The image of what happened to those to over stepped their place was burned into his mind at a young age. Igurax knew what not to do.

Vilgax turned his head to face the younger male. "You, you're one of my Thulu-Gurath."

"Yes, Sir!" Igurax snapped to attention.

"At ease." He waved off the soldier's formality. "You look very young, are you underdeveloped?"

"No, Sir. I am ninety-seven, the age of majority." Igurax informed him.

The expression on the Thulu's face was hard to decipher. Somewhere between interest and amusement. "That's quite young to be a member of my personal guard. You must either be very skilled, or else absurdly lucky."

"I do what I can, Sir." This was a response Igurax had practiced many times in the mirror and in his dreams, but never imagined he'd actually be delivering in the waking world. "I let my achievements speak for themselves."

"Ha! A good answer. You're quite clever." Then, more to himself and ever-so-slightly broody, "I seem to be surrounded on all sides by skilled, clever, and lucky youths." He was, of course, speaking of Ben Tennyson whom first defeated the great Vilgax when he was still only a child -not even into the adolescent stage of human growth. Igurax did not comment, and so, Vilgax continued, "What is your name, Young-Thulu-Gurath-Who-Lets-His-Achievments-Speak-For-Him?"

"Igurax, Sir."

"Igurax." Vilgax repeated, committing the name to memory. He had learned the hard way the youths were not to be dismissed lightly. "Tell me, Igurax, do you find the Earth an attractive planet?"

He paused, considering his answer. Considering what kind of answer the Thulu might want. "It is rich with water, and I'm told that primitive creatures live in its oceans that bear a resemblance to our own evolutionary ancestors. I can see its appeal from an ecological and scientific standpoint."

Vilgax gave a snort. "I can see you grew up in the Deep Keep among my court. That was a very diplomatic answer." He uncrossed his legs and recrossed them with the other on top. Resting his elbow on the armrest. "What I was actually asking was if you thought the planet was pretty."

"Oh." Igurax was thrown off guard. "Well, I..." He paused because he knew he was about to start babbling and that was not a habit he wanted to fall victim to. Instead, he considered his words and decided that a candid response was best. "It reminds me of the blue marble that lined the walls of the creche where I was hatched."

"A very interesting observation." Nodded the older male. "And one I had not noticed before. Perhaps that's why I desire the Earth so much as well."

Because Vilgax was also hatched within the Deep Keep's creche. Almost three hundred years ago.

"Ultimately, I suppose it doesn't matter. I want it. So I will have it. And its local Champion as well." The Thulu stood. "Captain, bring the ship in. Our target is located along the Eastern coast of the North Western continent. A settlement the locals call 'Bellwood'."

...


	15. Episode X

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode X**

Leah leaned over Cooper's shoulder, trying to read the notes he was reviewing for what was probably the sixth time. His notes on the construction of the Omnitrix they tried to reproduce. He was looking for a way to get it off the boy's wrist without having to cut off his hand or destroy the watch. She was looking for an explanation of why his aliens were mixing Osmosian-style, and why they were mixed with an alien that wasn't even in the watch.

None of them had access to a Loboan DNA sample. Not since the Witch killed Scout, and that was before Cooper began construction of the watch. There was no reason for Kenny to have Loboan DNA in him. Rook seemed unconcerned by that fact, and while Kevin was still with them, he found it very amusing. But as a former nurse and member of an extra-human family, Leah felt it was a fact worth knowing.

"You're kinda invading my personal space here, Mrs. Levin." He leaned up to look at her, running a hand through his mop of blond hair.

"A habit I inherited from my son." She informed him, unconcerned. "Deal with it."

Cooper tactfully did not mention that it was far more likely (and made much more sense) if Kevin had inherited the habit from her.

Kai poked her head through the door. "Does anyone have eyes on Kenny and Devlin?"

At her question, everyone stopped whatever it was they were doing and looked up. No one had seen either boy since the morning. Not since the boys said they were going to explore the gift shops to try and find a new chain for Devlin's pendant. Leah did recall seeing them just inside one of the shops in Harry Potter Land, but that was several hours ago, and as the boys had already proves quite recently and multiple times, they could get into a great deal of mischief in a short amount of time.

"I'll go look for them." Leah volunteered. She left Cooper to his notes and left after her errant grandson and his cousin.

Kai came fully into the room to speak to Cooper. "Any progress on finding a way to get the Omnitrix off my son?"

The technopath heaved a sigh, half-exasperation, half-resignation. "I honestly don't know. I tried to make it as close to the original Omnitrix as I could. But I'm no Asmuth and I'm working with a technology that's so far above my own abilities that parts of it legitimately seem like magic to me."

That was disheartening, considering that Cooper Daniels was practically a techno-wizard in his own right.

"Mrs. Levin thinks it might have something to do with the stray traces of Loboan DNA that seemed to have appeared out of nowhere." Cooper pulled a rubber band from a drawer and tied his hair back with it. "I never put a Loboan sample in the watch. Didn't have access to one by the time I was putting it together. We lost Scout to early."

Kai avoided eye-contact. She was there when the Witch caught up with them. They weren't hard to find. Still reeling after the loss of Max Tennyson. Leaderless and aimless. The Witch found them easier than she ever had before. Scout tried to buy them time to escape. To get away while he kept the Red Witch occupied. Kai saw how she dispatched him. The same spell that killed Max. But while, with Max, all that was left was his arm, of Scout there was nothing. No trace at all.

"So I can't for the life of me imagine where the Loboan DNA in Kenny came from."

Clearing her throat, Kai said, "That's not a big worry. I know where Kenny's Loboan blood came from. Its not a concern."

"If its messing with the Omnitrix, it kinda is a concern." Cooper insisted.

Kai bit the inside of her cheek. It was a concern she had from many years ago. Back when she was still pregnant with Kenny. She had a feeling, a mother's intuition, that something would be different about her baby. More different than just being the son of the Hero of the Universe. Kai had a particular kink, one Ben was willing to indulge in from time to to. She had always admired his Benwolf form, his Blitzwolfer. The Loboan transformation of his watch. It was unorthodox and deviant, but Kai enjoyed it and Ben loved Kai. Neither of them thought much of it.

But when she was pregnant she got the oddest premonition that her baby just might be... more than human. A bit of alien DNA that slipped in from the Omnitrix threw Ben. Blitzwolfer was the one he used with her most often, so it stood to reason that if Kenny was going to have any surplus alien DNA, it would be that one. Loboan.

But how might she explain that to Cooper?

"I'm not worried about it." She insisted. In an attempt to steer him away from that line of thought, she added, "I'm more worried about what Kevin's going to do now that he's free."

Cooper shrugged, completely unconcerned. "Knowing Kevin it will be something either unbelievably brilliant, or else totally insane. Intentionally leaving a trail for the Witch to follow is pretty crazy. But whatever he does, you know its gonna be aggressive and bold."

"That is what Kevin does best. Aggressive and bold." Kai agreed, nodding. "He was rather like Ben in that respect, always taking things head-on. Attacking a problem directly, like-" she broke off abruptly. "Oh, shit! I know _exactly_ what Kevin's going to do!"

…

Darkstar sat at his desk with his back to the window. That was stupid.

At least, in Kevin's opinion that was stupid. You never wanted your back to an entrance. Not a door, not a window. Ten years ago when there were still active Plumbers on the planet, Kevin kept his desk shoved in a corner of the Headquarters. His back to a wall with a second wall on his left-hand side (his weaker side). Scout and Patelliday always gave him crap for it. Shame neither of them were present to witness him demonstrate just why it was a good idea to keep a wall at your back. (He didn't see either of them with Kai's group, and the Osmosian made a conscious effort not to think to hard on that fact.)

Perched in a tree on the Morningstar estate grounds, Kevin watched his target. His vantage point was just a little above the level of the window. That would work to his advantage. It would be nice if the tree was a little closer to the actual building, but Kevin would make do. Her certainly had plenty of practice with making do in unfavorable situations.

Taking a breath, the Osmosian stood. There was no space for a running start on the narrow branch. But he could use one of the lighter and more pliant boughs to swing from. Finding one that served his purpose, Kevin launched himself at the window.

Darkstar didn't know what happened.

One moment, he was sitting at his desk looking over the latest reports from Albedo and Vulkanus on their pursuit of Levin. The next thing he knew, the window behind him exploded, sending shards of glass spraying over the back of his chain. A few stray shards streaked across his ears and neck. But Darkstar barely had a moment to register the window or the pain, before something tackled him.

Muscular arms wearing black proto-tech gauntlets wrapped around his shoulders, pulling him from his chain and pushing him to the office floor. His face shoved in the carpet. His attacker leaning over him. A curtain of ebony-black hair fell into Darkstar's field of vision -the same color as Lennette's natural hair- and he knew who his assailant had to be.

"Levin!" Darkstar snarled into the carpet, noting that there was a shard of glass uncomfortably close to his lips. "Can't say I'm surprised."

"And yet I took you completely off guard." The other man growled.

"So you did." Agreed Darkstar. "And yet, I can't help but wonder what you plan to do from here? I assume you're alone. No back-up. On enemy territory. Surrounded by enemy operatives. Not a very smart plan, whatever this is. Do you even _have_ a plan?"

"I'm here for my wife." The Osmosian informed him. "Where is she?"

"Of course." Darkstar groaned into the carpet. What else would Kevin Levin be invading his home for if not the ever lovely Gwendolyn. Into her forties now and still as fit and shapely as ever. What man wouldn't risk life and limb for such a beautiful creature? And an Anodite on top of it all. A delicious feast for Lampray and Osmosian alike. Of course Kevin was here for her.

Kevin pulled on the fist-full of golden hair he was holding Darkstar's head down with. Pulling the man's face up, he met the other's eyes. Cobalt blue to infinite black. "You're looking good. Far better than the last time I saw you. Been feeding off my woman."

He couldn't help the triumphant smirk that pulled at his lips. "A bit more than that."

His face was shoved in the carpet again. This time, that shard that was uncomfortably close to his lips caught him on the chin, cutting a jagged scratch into his otherwise perfect face. To spite the pain, and the slight trickle of blood, Darkstar couldn't help but laugh.

"I say something to upset you?"

"Anyone ever tell you its not a good idea to taunt the guy threatening to kill you?" Kevin snarled.

"Oh. Was there a threat?" Darkstar asked, sounding almost unconcerned. "Pardon me, I must have missed it. I heard you ask after my Lovely Gwen, but I didn't quite catch the 'or else I'll kill you' at the end of it."

"It should go without saying." The Osmosian informed him. After all, he did just burst through the man's window, tackled him to the ground, and make demands. A person didn't generally do all that unless they were also prepared to deal out a death stroke if one was necessary. Gawd! Learn to read subtext, man! Unless Darkstar was playing him somehow. Or else stalling for something. "What angle are you playing at?"

"Angle?" The other man asked as if he was unfamiliar with the idea. "No angel. Just common sense. Your entrance wasn't exactly subtle and my house isn't exactly sound proof. It shouldn't be long before someone comes to investigate the crash in my office. You don't have as much time as you think you do. Oh... looks like you didn't really have much of a plan after all. Tsk. Tsk. But then thinking things through never was your strong suit, was it."

…

"Better. You're getting better." Announced the Red Witch, beaming at her daughter with -not quite pride- satisfaction, maybe. It was hard to tell. She never wanted her child thrown into the war. But she also wanted her baby girl to live. She turned her attention to the Chimera Sui Generis soldier against the wall. "Igurax, come and act as sparring partner for her."

"Ma'am." The alien 'bodyguard' abandoned his place of observation and faced off against the girl.

Len was improving. She was a quick study -like her father. But she was still just a little to slow. Just a little to weak. Just a little to short. In a real fight, she would lose. In a real fight, she would die. That was unacceptable!

"Len! Keep your arms up!" The Witch commanded. "Your hands can't block anything from down there."

Trying her best to pay attention to both her mother's coaching, and the opponent in front of her, Len raised her arms a bit higher where they would be in a better position to block a blow to the face.

"Your stance is to tight. You'll trip over yourself." Continued the Witch. "Now your feet are to far apart."

It really didn't take long for Igurax to put her on her ass. Two training sessions does not a warrior make. The Chimera Sui Generis soldier offered the girl a hand up.

"You're getting better." The Witch announced. Praise and positive reinforcement were the best ways to foster confedence and advancement. Just so long as a person still remained aware of their faults and limitations. "But you're still to green. If I let you out into the field today, you'll die." Her mother sighed. "Take a break. Its almost lunch time anyway. Have something to eat and drink lots of water. Its important to stay hydrated."

The girl was about to leave. Glad for the reprieve from her training. As much as she always did want to fight rebels and terrorists alongside her mother, Len had to admit that the training was not what she imagined. They always made it look so easy in movies or on TV. A quick musical montage and suddenly your hero was a master. Real training was shaping up to be very different.

Igurax stopped her before she could leave. "Stretch and cool down first, Little Miss." He commanded. "Or else you'll make yourself sick."

Looks like she wasn't quite free yet. If it wasn't her mother telling her everything she did was wrong. Unbalanced. To slow. To high. To low. To weak. Then it was Igurax demanding more from her. Stretch before you being. Warm-up. Repeat the kata. Again. Again. Again. Stretch. Cool down. The two of them together were almost unbearable!

Len was on her second set of stretches when they all heard a crash from upstairs.

Not like someone tripping and falling. Or dropping something. Or knocking something over. It was the distinct sound of breaking glass. But to big to be a vase or something carelessly dropped by a maid while dusting. It was more like a window.

Len froze. Her eyes darting to the ceiling above. Why in the world would a window be breaking? Surely no one was insane enough to try and attack the manor, the home of one of the Rall'ya.

Igurax's hand drifted to his weapons. He carried several weapons on him at all times. His sidearm, which he carried out in the open in a holster on his belt. It was a standard issue weapon for the Gurath, the Chimera Sui Generis military and would be expected of him to have on him. But Igurax's preferred weapons, the ones he used most often, were a pair of identical blades. They were short, about the side of daggers, but while daggers were meant more for stabbing and had very sharp points but little blade, these knives were meant for cutting and were hones to fine razors. They were meant for close quarters combat. A more intimate way of killing.

"What was that?" Asked the Witch as she left the dojo to head upstairs and investigate.

Len moved to follow her mother. But Igurax stopped her. One hand on the girl's shoulder, the other still resting over his undrawn blade. "Not you, Little Miss. We're not finished here."

The Witch was glad that the Chimera Sui Generis soldier held her daughter back. She didn't know what Darkstar was doing upstairs. Whether he read something in a report that upset him and he was pitching a fit, or if Kai and her gang -confident from their victory over Vulkanus- decided to attack the manor next. Either way, the Witch wanted to keep her daughter out of it. Igurax might be stationed here to kill the girl if the Witch ever betrayed them, but so long as she remained faithful to Darkstar and Vilgax, she could count on him to keep her baby girl safe.

Heading up stairs, the Witch crossed the hall to Darkstar's study.

She opened the door, expecting to find a pissed off Darkstar throwing things around the room, a rumpled piece of paper on the desk. Or else walk into the middle of a fight between him, Kai, Helen, Manny, and whoever else. To be completely honest, the Witch was kinda hoping for the latter. Even though she knew she was obligated to side with Darkstar and defend him, she would enjoy watching him struggle against multiple opponents.

What she actually saw made her freeze.

The Witch didn't understand what she was seeing.

"Ugh... not the one I would have chosen." Darkstar muttered into the carpet.

The intruder holding Darkstar down looked like... but it couldn't be! He was dead! ...Wasn't he?

If he wasn't... where had he been for the last ten years? _Ten years!_ Where had be been!?

"Babe." His face melted into relief tempered with affection. His grip on Darkstar loosened, but not enough to let the other man up. That was definitely Kevin's voice. Kevin's voice and Kevin's face.

The Witch reached out with her senses, feeling for his mana. She knew Kevin's mana intimately and would recognize his aura anywhere. No matter how long it had been since they were last together. No matter how he might have changed or mutated. Gwendolyn Levin would always know her Kevin.

His mana felt strange. There was definitely Kevin in there. The great majority of the aura she was sensing was definitely Kevin Ethan Levin. Former smuggler and alien tech dealer. Magister ranked Plumber. Her husband and the father of her children. But there was something strange about his aura. Like there was a second mana tethered to his own. The Witch wasn't sure -mostly because she wasn't sure how it could have happened- but the other mana attached to Kevin felt kinda like... _Ben!_

The Witch didn't understand what was going on. Kevin alive? Ben -who's body was currently on Vilgaxia- attached to him?

"What am I seeing here?" She asked.

"Its a rescue, babe!" Kevin said, almost as if he were confused by the fact that,that wasn't the first thing that occurred to her.

"Oh." She said, still almost not comprehending. "Late."

"I was detained." He informed her. Kevin wanted to tell her the whole story. Make her understand that if he had been able to, he would have rushed to save her the moment he regained consciousness after the battle. He would have saved her from having to suffer under Darkstar these past ten years.

"Well, this is a bit duller than I expected." Darkstar commented from his position still on the floor. Still being held down by the Osmosian. They were both probably in shock and that was understandable. But if his Lovely Gwendolyn knew what was good for her, she would shake it off and protect him from the intruder. "Lovely, _get him!_ "

There was a moment's hesitation.

For half a second the Witch didn't move. Paralyzed by the shock of finding her late husband alive and in her home, and the indecision of conflicting loyalties. Rush to Kevin and beat Darkstar together. Protect Darkstar and by extension he daughter.

That was what finally got the Witch moving into action. The reminder that her daughter's life depended on her actions. Kevin could take care of himself. He was a survivor -as evidenced by the fact that he was still alive- but Len was just a child and -up until just recently- didn't know a damn thing about how to defend herself.

Hands glowing, the Witch formed an orb of mana and shot it at her husband. He wasn't expecting her to attack him and it caught the Osmosian in the shoulder. The force of the blow sending him flaying off Darkstar and almost careening back out the broken window through which he'd come. He caught himself on the sill before he could plummet down to the yard and pulled himself back up. Staring at his wife with wide, disbelieving eyes.

"Babe -Gwen, _what the hell!?_ "

Darkstar stood and moved to stand next to the Witch. "Kill him."

Again, she hesitated.

"What?" Kevin breathed. Not understanding. "Gwen!"

"I'm sorry." Her voice cracked.

The blast of mana she sent at him was stronger this time, but it didn't connect. This time Kevin was expecting an attack and so he was already diving for cover before the spell was loosed. Crouching behind the desk, the Osmosian's mind reeled. He couldn't believe it. It was actually happening to him and he still couldn't believe it. Gwendolyn -his Gwen- was trying to kill him! This couldn't be happening!

He did that thing that had been happening recently, where he tried to absorb something and ended up with Taydenite instead. Kevin still didn't fully understand this new mutation, but it was proving to be quite useful. Certainly the Taydenite was a much more effective armor than anything available to him under the desk.

Picking up a large glass shard from the broken window, the Osmosian lobbed it at the pair by the door. He wasn't really aiming and he didn't expect the projectile to connect with a target anyway. It was just a distraction. Sure enough, Gwen threw up a mana-shield to block the shard and protect herself and Darkstar. Protecting Darkstar! Kevin never would have imagined!

Taking advantage of her momentary distraction, the Osmosian rolled out from behind the desk. Coming at them from the side. This time it was Gwendolyn he tackled. Pinning her down, securing both arms behind her back before dragging them both back up to their feet. With a tight hold on Gwen, eyes never leaving Darkstar, Kevin backed them up to the open window.

"What is this?" He asked neither one in particular. "Stalk Home Syndrome or something?"

"You mean _Stockholm_ Syndrome." The Witch informed him.

"Whatever." Kevin kept backing them up, closer to the window until they were almost standing on the sill. "I can find a psychologist or something to deprogram you once we're out of here. I assume you still know how to take a fall."

That was the only warning the Witch got before Kevin jumped, propelling them both out the window and onto the manor grounds.

"Kevin no!"

...


	16. Episode XI

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode XI**

Leah found the boys next to the Jaws lagoon.

At first she didn't quite know what they were doing. Devlin was in his mutant form and Kenny -or rather, what she assumed was Kenny- was in the shape of one of his aliens. This one an uncomfortable mash-up of a Galvanic Mechamorph and a Loboan. That is to say, he was shaped mostly like a Loboan, but black and all smooth, devoid of all fur, and covered in green lines all at right angles. All of his aliens seemed to be spliced with a Loboan, not just similar ones like the Vulpimancer.

"Okay, now try changing the shape of your tail." Devlin was saying. To illustrate this, he morphed his own Galvan Mechamorph tail into something longer, thinner and more whip-like. Of corse, Devlin would choose the tail as the apendage with which to practice with -at least for this alien- it was the part of his body that was Galvanic Mechamorph. Then he shifted it back again.

The Loboan Mechamorph scrunched up his face. Glowing green eyes pinching shut with the effort of concentration. A shudder ran through his body. A tremble that rippled through the smooth furless skin. The angled green lines shifted arrangements, forming new patterns, but the shape of the body -the shape of the tail- did not change.

"I can't." Kenny moaned after a prolonged pause, voice sounding strangely synthetic in his Mechamorph form.

"Yes, you can." Devlin insisted, stamping one Tetramand foot on the ground in frustration. Leah assumed her grandson's level of irritation meant that the boys had been at this for some time now. Probably ever since they left the gift shop in Harry Potter land. "If I can control ten different aliens and eleven different powers all at once, then you can control _two_! Now try doing it again."

Kenny growled in frustration. An odd mingling of deep and gravely wolf and high synthetic trill.

With a sigh, Leah made her way down to the bank. Devlin meant well, but sometimes he could be just a little to much like his father. Impatient, aggressive, pushy.

"And what are you two up to?" She asked.

Both boy froze. Startled as if they'd been caught doing something they were told not to. Devlin exhaled, shifted from his mutant form back into his human one. The boy offered a guilty smile to his grandmother. "We were just playing."

He looked so much like his father with that guilty smile. Knowing he'd done wrong, yet completely unrepentant. Kevin in a nut-shell. "Really?" Leah folded her arms over her chest, casting an appraising glance over both boys. "Looks to me like you're doing some alien training. And it looks like you could use some help."

Both boys paused, staring at her.

"Have you forgotten?" She asked, laughing slightly. "Without Kevin around, I had to help you get a handle on your powers, Devlin? Why didn't you come to me to help you train Kenny?"

"I thought you'd get mad at us." He admitted. "All the other grown-up wanna take the Omnitrix away from Kenny."

The Loboan Mechamorph nodded just as the Omnitrix beeped, indicating a time out. The hybrid alien shifted, changing back into the shape of a mostly normal human boy. He looked up at Devlin's grandmother, vulnerable and suspicious. It was true, all the other adults were rather adamant that the watch needed to come off. So much power did not belong in the hands of a child. They couldn't knowingly and willingly put a child as young as Kenny in the kinds of danger a wielder of the Omnitrix would be thrown into. The adults of their group had plenty of very good, very valid reason to want and get that watch off of him -and Leah agreed with ever one of them.

But that didn't mean that Leah was against teaching him how to use it. As the mother of Kevin Ethan Levin, she knew -first hand- just what kind of damage was caused by not teaching a child with extraordinary power not to use it. Or at the very least, control it. Children were emotional, mercurial, and highly excitable by nature. Adding super-human and/or alien powers into that mix and you had a recipe for disaster and destruction -whether intentional or accidental. Leah was in full support of getting the watch off of Kenny. But she was also a firm believer in making sure he knew how to use it and his aliens -for as long as it was stuck on him.

"And I do wanna take it away from Kenny." Leah agreed, only confirming her grandson's fears. Then she turned her attention to the younger boy. "But I can't. And since I can't, I'll settle for the next best thing -making sure you know what the hell you're doing with it instead. An Omnitrix is a weapon, not a toy."

"I know that." Kenny assured her.

"We know that." Devlin echoed. He jabbed a thumb at his own chest. "All anyone has to do is look at me to see that an Omnitrix was not a toy. Our dads learned that the hard way when they were our ages."

That was very, very true. Sometimes, Devlin surprised her with just how intelligent and mature he could. Traits he inherited from his mother. Kevin certainly wasn't capable of drawing such advanced logical conclusions -especially not at the age of eleven. But Gwen had been, and Leah mourned the fact that her daughter-in-law had turned so evil after they all thought Kevin had died.

"Very true, Devlin." She nodded. "Alright, while its timed out, lets take this opportunity to make sure you understand what the Omnitrix really is and how it can still affect you even when you're not transformed."

Both boys seemed confused by that statement. They didn't know the Omnitrix could affect the wearer even when they weren't transformed.

"What do you mean?" Kenny asked.

"Oh, the stories Kevin could tell." Leah muttered, thinking of a particularly amusing anecdote her son had shared with her once about the watch getting Ben pregnant, causing him to lay a clutch of alien eggs. But the boys were a bit young for that to be an issue. That particular example didn't become a problem until Ben was already in the latter part of his teens and sexually mature and capable of reproducing by human standards -not just alien ones.

She might have told them one of the more age appropriate anecdotes that Kevin had shared with her, but they were interrupted by Argit's sudden arrival.

"Oh, good." He said, seeing both boys together, still on the base, and under adult supervision. "They're still here."

"Where else would we be?" Devlin asked, crossing his arms over his chest.

"No where." Argit answered quickly. "I mean here. Right here. Right where you're supposed to be. Mrs. Levin, can I speak to you?"

He grabbed the woman by the hand and dragged her off to the side. "Can you keep the kids occupied for a while. Kai just had an epiphany about what Kevin might do and he thinks its actually a good time to strike another blow against the Rall'ya." He explained in a hushed voice. "We're sort of on a roll with destroying their Taydenite supply and freeing Kevin. She doesn't want to lose momentum."

That sounded great and all, but if her son was involved, Leah wanted to know more. She knew her boy and knew that he was a rouge element in any plan he was a part of -whether he knew he was a part of the plan or not. So it was with more concern than enthusiasm that she asked, "What's Kai's plan? What does she think Kevin's gonna do?"

Here the Quilqupine hesitated. Leah was a really cool and chill woman most of the time. But she was also the mother of Kevin E. Levin, and his temper hadn't exactly come from nowhere. "She, uh... she thinks Kevin's gonna attack Morningstar Manor and rescue-kidnap his wife. While he's doing that -keeping the Red Witch and Darkstar distracted- she wants to sneak into the mansion and raid his office. Get a sense of how things really are from our enemy's perspective."

That didn't sound like to terrible a plan, and Kevin would certainly keep Gwen and Darkstar occupied -he had a talent for that (that was not a complement). "And you want me to make sure the trouble makers stay here and out of the way."

"Essentially." Argit nodded. "I'll help."

"Fine." Leah agreed. She turned back around to the boys to find that both of them were staring at the adults intently, traying to listen into the conversation. Leah cleared her throat. "Alright, boys, your Uncle Argit has volunteered to help us with Kenny's training."

"Wait, what?" He blinked at all of them. "We're training Kenny now? Kai's gonna _kill_ us!"

…

"You mean _Stockholm_ Syndrome." The Witch informed him.

"Whatever." Kevin kept backing them up, closer to the window until they were almost standing on the sill. "I can find a psychologist or something to deprogram you once we're out of here. I assume you still know how to take a fall."

That was the only warning the Witch got before Kevin jumped, propelling them both out the window and onto the manor grounds.

"Kevin no!" She screeched as he jumped backwards out the window of Darkstar's office.

Darkstar watched his Lovely Gwendolyn go tumbling out the window with Levin and he swore. He cured every fowl word in every language he knew. That fucker took his woman and his meal ticket all in one! He hated that guy! Weren't Vulkanus and Albedo suppose to be tracking him anyway? Where the fuck were they?

Not even bothering to suppress the snarl that rose from the pit of his stomach, Darkstar wrenched his desk phone off its cradle and dialed the other two Rall'ay.

It was Albedo who answered.

"What the fuck are you two even doing!?" Snarled the Lampray before the Galvan could even get a word out. "I thought you were keeping track of Kevin while I get the brat ready to take him out!"

"We are tracking him." Albedo stated. He did not growl, snarl, or raise his voice. It was a flat, even statement, but it was no less threatening. The Galvan had a talent for the monotone, or the deadpan hostility.

"So you know where he is right now." Darkstar growled back, to distraught to be threatened by his colleague's subtle hostility.

There was a pause. "I have a feeling you're about to tell us."

"He's here!" The Lampray all but shouted. "He's already got my Gwendolyn and he's on his way out!"

On the other end of the line, Albedo heaved a sigh of exasperation. Exasperation! As if the situation was nothing more than an annoyance to the Galvan. As if Darkstar was nothing more than a petulant child who'd lost his favorite toy and had to be soothed. "And where is Lennette? Is she still with Igurax?"

Darkstar paused. There was no reason to assume she wasn't still with her Chimera Sui Generis bodyguard. The girl hadn't come up the stairs with her mother, and Levin certainly didn't hav her with him when he burst through the window. "She should still be here."

"Then you're still the one holding all the cards." Albedo reminded him, as if this fact should have been obvious and the Lampray's tantrum was pointless -which it was. "Go and make sure you actually do still have the girl. Vulkanus and I aren't far away. I assume this just happened, so Kevin should still be somewhere on the grounds. Which direction did he head? We'll intercept him."

…

He clutched her close to his chest, holding her bridal style. The Osmosian took most of the landing. Bending his knees to absorb the impact, and suppressed a snarl at the pain it caused in his joints. It hadn't exactly been a short drop. Taking a few deep breaths, working air into his lungs, and trying to suppress the burn in his muscles, Kevin sprinted over the lawn. On a b-line course for the edge of the property where he left his car.

"Kevin, stop!" Protested the Witch.

But the protests only prompted him to hold her tighter. "Don't worry, Babe. Everything will be okay once I get you away from here."

They reached the gap in the hedge Kevin had cut earlier, through the gap the Witch could see the dark blue side of Kevin's car. Its dark-blue invulnerable finish glinting in the afternoon sun. If her took her away, what would Darkstar do to Len? Did Kevin even know about Len? If he didn't know about her, then he wouldn't know of the danger she was in or why the Witch had to stay. She struggled out of the Osmosian's arms.

"Stop!" And pushed him away violently, panting from a swirl of conflicting emotions. "I can't leave."

Kevin stared at her confused. Dark eyes looking betrayed and cloudy with incomprehension. "Gwen, I... I don't understand. I'm trying to rescue you and you- - you want to _stay_!? But, I thought..."

He thought Darkstar was taking advantage of her. Using the fact that he was were prisoner to force himself on her. After ten years of being raped by her captor the Osmosian expected her to give mixed responses. Even someone as intelligent as Gwen couldn't stave off Stockholm Syndrome forever, not to mention they had a child together. So he expected some reluctance. But to refuse to leave all together! Kevin just didn't know what to do. How could he not want to leave her rapist?

"It doesn't matter what you thought!" She snapped at him, feeling tears sting her eyes. But she didn't know if they were tears of frustration at this situation, tears of relief at seeing him alive when she was convinced he had died, or tears of sorrow at having the chance to escape but she was refusing it. "You don't understand what's going on here! You don't know! You know nothing, Kevin Levin."

"Explain it in the car." The Osmosian took hand and wrenched open the passenger door, trying to push her in.

She refused to comply, fighting him ever step. Finally she just punched him. Right in the jaw.

"I said _no_! I'm sick of being controlled!" She sobbed, the tears she felt building finally falling. It didn't matter if they were tears of frustration, relief, or sorrow. They were tears of release. All the emotions she'd been bottling up for the past ten years. Ever since Darkstar dragged her away from the battle field, leaving her husband laying prone in the dust, never seeing her son again, finally having to accept that her family was gone. It all came poring out in a cathartic release of sobs. "For the past ten years I haven't made a single decision myself! I'm sick of it! Pushed. Pulled. Do this. Do that. I can't keep doing this. I'm going crazy!"

She broke down into sobs. Sinking to her knees next to the car, her face in her hands.

"Babe..." Kevin sank to wrap his arms around her. This was the worst possible time for an emotional breakdown. But he couldn't ge them away if she wasn't going to move.

But she pushed him away again.

" _And where were you!?_ " She snarled, all of her wild emotions tumbling together into focused concentration of rage -rage directed towards him. "Ten years! Ten years, Kevin! Where the fuck were you? What were you doing which Darkstar was- while Darkstar-" she choked back another sob. " _Do you know what he did to me!?_ "

"I-" He didn't know what to say. "I was detained. I'm sorry, Babe. I can only imagine-"

"I don't even care that he fed off me or made me sleep with him." She snarled. "I hate it, but its not the worse he's done. Its nowhere near as awful as preventing me from looking for our son for a year. By the time he finally let me out to look for our baby... it was to late. A year had passed. Devlin was a tough little guy, but no baby can survive that long without care! My first baby died and I never even got to find his body!"

Kevin knew she didn't know. She couldn't have known. There was no way Gwen would have sided with Darkstar if she knew her baby was alive and in the care of the people she was sent to fight.

"Gwen, the reason you never found a body is because Devlin-"

For a third time, the Witch pushed him away. "I don't want to hear it! I can't- I can't hear it. I don't want to know what happened to my son. I can't take it, Kevin. I just can't take it!" She choked, imagining all the horrible things that could happen to a toddler that would prevent its body from ever being recovered. "Len's all I have now. I have to protect her. If anything ever happened to Len, I... I..."

She trailed off.

"So that it then." Kevin said slowly, drawing a conclusion. "You wanna stay because of Darkstar's daughter. You choose him over me because of her." He suppressed the urge to curse. "Babe, you know I'd be a much better father to that kid than Darkstar ever could. I don't care that she's not mine. She's yours, and that's all that matters. Let me get you away from here and I promise we;ll come back for her."

"Gawd, you know nothing!" She snarled. "Kevin, the reason I don't wanna leave isn't because Len is Darkstar's daughter, its because-"

"Well, this is a lucky break!"

Both Anodite and Osmosian turnd to see Albedo and Vulkanus had appeared on the other side of the hedge, next to the car.

"We catch up to Levin and our own Witch is already here ready to back us up." Albedo smirked at her.

The Witch averted her eyes. It twisted in her guts to see Ben's face smirk at her with that cruel, almost sadistic grin. Lips, identical to her cousin's, turning upwards in the corners. Taunting her with the complete and utter helplessness of her situation. How trapped she was. Whatever they demanded of her, if she didn't do it, they'd kill Len.

"She's not your back-up!" Kevin snarled, standing. He placed himself between the two Rall'ya and his wife. "She doesn't work for you anymore! I'm taking her home."

"Oh?" The Galvan raised one silver-white eyebrow. "Are you now? And what do you think your friends are going to feel about that? After everything she's done." A pause. "Do you even know what your beloved wife has done in your absence?"

Here Kevin paused. He actually didn't know _exactly_ what Gwen did during the ten years he was trapped in Vulkanus' Taydenite factory. Everyone said she was with Darkstar. She was one of the enemies. Kenny implied that she killed people. His mother honestly and truly believed she was evil. What could she have done in the past decade to make _everyone_ who used to know her think nothing but the worst of her?

"That- that doesn't matter!" Insisted the Osmosian -but he wasn't as adamant about it as he thought he should be. For the first time since gaining his freedom, Kevin began to doubt.

Albedo smirked. "Why don't you tell him. Tell him why the Red Witch is so infamous."

Tears stung the Witches eyes again. Climbing to her feet, she avoided eye-contact with everyone. Looking at her feet. Looking at the hedge. Looking everywhere but at her Albedo, Vulkanus, or her husband.

Behind Albedo, Vulkanus have a short laugh. "Ha! She doesn't wanna say. Are you embarrassed, little Witch? Don't be shy, it's quit an achievement."

Kevin looked back at her. What? What had she done that all their enemies would consider an 'achievement', but that would make all their friends hate her?

"Yes, you should be proud of yourself." Albedo insisted, a sadistic smile on his face. "Out of all the countless people, aliens, criminals, and warlords to try it, you were the only one to ever succeed, and _kill_ Max Tennyson!"

It felt like the air itself stood still.

Silence followed Albedo's pronouncement.

Kevin sucked in a breath, suddenly realizing that he'd forgotten to breath.

"No."

"Oh, she did!" The Galvan insisted. "I was there. I saw the spell. Such a magnificent display of power! _There was nothing left but his arm_!"

"No." The Osmosian breathed again, looking back to his wife, hoping she would deny it.

"Oh-ho! And he wasn't the only one she killed!" Vulkanus added. "The Loboan plumber, that half-Kraaho woman, that reporter kid... Ooh! But ya know who my favorite was?"

Kevin didn't want to know. He didn't want to hear anymore.

"Her own brother!" In his excitement Vulkanus practically shouted this announcement.

"No." For a third time the Osmosian gasped. Her Max and Ken. Her grandfather and her own brother. Kevin couldn't believe it. Kevin couldn't believe it. He stared at his wife, as if he'd never seen her before. Silently begging her to assure him it wasn't true. Albedo and Vulkanus were their enemies, they were just trying to mess with him. Making up bullshit to make him doubt her.

But Gwen didn't deny it. She couldn't even look at him. She just stood there. Crying.

Why would she cry if it wasn't true?

If it wasn't true, why not just deny it?

How could she!?

"I think you should send him to join them." Albedo announced. "Kill your husband with the same spelled you used on your grandfather!"

The Red Witch wiped her eyes, her shoulders straightening.

"Yes..." She muttered almost robotically. Turning to face the Osmosian, she smiled an odd smile. Like she'd just found the answer to a question and in that answer was a strange kind of peace of mind. Her hands balled into fists, glowing with star sapphire light. Her eyes glowed with that same power. Her feet parted, widening her stance to give her a better center of balance. Manna swirled around Kevin. Trapping him in a sphere of pure power. " _I'll send you to join the Dead._ "

And in the final seconds before the spell snapped him out of existence, Kevin recognized exactly which spell it was.

…


	17. Episode XII

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode XII**

Kai and her group got there just a little to late. She and Rook arrived just in time to see Kevin get snapped up in a storm of power. The same spell the Witch used on Scout, the same spell she used on Ester, the same spell she used on her own brother, Ken. The spell she used to kill her own grandfather -so powerful and so messy that there was nothing left of him but his arm.

Gwendolyn had just used it on her husband. The Red Witch killed Kevin.

The proto-TRUK came to a screeching halt just as Kevin's face flashed with a strange kind of recognition. He knew what was about to happen to him. He lived with Gwendolyn, he knew her magic. He knew what this spell was.

Then he was gone.

Rook froze in the driver's seat, partially in shock. Since the Osmosian was rescued from Vulkanus' Taydenite factory, the Revonnahgander had started to give into a strange kind of irrational optimism he usually associated with Ben. An unfounded belief, with not basis in reality, that everything would turn out just fine. It was a feeling Ben managed to inspire in a lot of people, just by being on the scene. Kevin's stubborn insistence that Gwendolyn still had good in her, that she was only with the bad guys because she didn't know her family was still alive, that she didn't think she had anything else to live for -and his belief that all they had to do was show her that he and Devlin were still alive was all that it would take to get the Anodite back on their side... All that got Rook to feel a strange kind of hope that he'd previously only thought Ben could make him feel.

That hope was snuffed out of existence then moment the Red Witch snuffed out the Osmosian.

She did it. She really did it.

Everyone knew she would, they had all told Kevin as much when he first left their group.

Yet, for some reason, the Revonnahgander was still shocked. Rook couldn't imagine why. He had been on the scene when she used that same spell on Max. When Gwendolyn killed her own grandfather. Maybe it was because Kevin had started to feel a little bit like Ben, and when he was snuffed out of existence it was like loosing his partner all over again. Rook didn't know.

Kai, however, was not so thrown.

She jumped out of the proto-TRUK, Excalibur in one hand, a laser pistol in the other. She shot Vulkanus in the chest-plate, then again in one of the knees, sending the mobile suit clad alien crashing to the ground. Albedo's hand was just about to slam down on his version of a foux-Omnitrix when he suddenly found the tip of an ancient magical sword between his palm and the watch. He froze just short of slicing his hand on the enchanted blade.

"Oh, well don't stop there." The Galvan smirked at him, Ben's lips stretching into a taunting smirk. "Or are you afraid to cut such a familiar hand?"

Her eyes flashed and Kai shifted her grip on the sword in her hands. Instead of cutting Albedo off at the wrist and slicing the faux-Omnitrix from his arm, she instead check him in the side of the head with the pummel of the hilt. The Galvan was knocked unconscious almost instantly and crumpled to the ground at her feet.

"I have never hesitated to put Ben in his place, what makes you so special?" She snarled at the unconscious body laying prone at her feet. Lifting her eyes, Kai glared at the Red Witch whom stood unmoving, her attention still fixed on the spot where Kevin had been. "And you..." Kai once again lifted the sword, pointing the legendary blade at the Witch. "I've known what you were capable of ever since what you did to Max! I don't know why I'm so surprised you'd do the same thing to your husband too!"

Slowly, very slowly, as if waking from a trance, the Red Witch lifted her eyes from the spot Kevin had been and looked at the other woman. Her expression was blank. Closed off and unreadable.

"You don't even care!" Kai accused.

"You have no idea." Gwendolyn informed her. She raised one glowing hand. "Would you like me to show you? I've gotten quite good at the spell over the years. I barely even get headaches anymore."

That was when Rook finally shook off his shock. Seeing the Red Witch's arm raised, hand aglow with the power of another spell, pointed straight at his former partner's mate. Rook failed to save Ben, and he failed to save Max, but he sure as hell wasn't gonna fail to save Kai!

Leaping out of the proto-TRUK, the Revonnahgander yanked his proto-tool from its shoulder holster and got off two quick -and poorly aimed- shots at the Witch. She threw up a mana shield and both of them impacted impotently on the star sapphire colored power-membrane.

"I don't want to kill you, Gwendolyn." He told her. "For what you used to mean to Ben, please... just- just..."

Rook trialed off, not really even knowing how to finish that sentence. He already knew the Witch wasn't gonna leave Darkstar. She had a whole decade of opportunities and she never took a single one of them. Not to mention she had a daughter with the monster. No amount of reasoning or pleading would get a mother to leave her child.

"That's why you'll fail." She told him.

The Revonnahgander looked up at her, startled. He hadn't expected the Witch to reply. Usually she just kept quiet and shot spells or raw mana at them.

"Ben and I had this conversation once -before you ever came to Earth. When Kevin-" Her voice choked, the Red Witch finally showing an emotion -any emotion- at the mention of her husband whom she had just killed. "When Kevin went bad, Ben tried to kill him. Ben knew what had to be done. If he were here, he wouldn't hesitate. He wouldn't stand here and try and appeal to my better nature, or the history we used to share. He'd do what needed to be done. He'd put me down."

Rook couldn't believe what he was hearing.

"No he wouldn't!" Kai snarled at the other woman. Kevin was one thing, but Gwen was different. Ben wouldn't be able to kill her. "But I will!"

Kai had no such misgivings about putting the Witch down. When your enemy stand before you, you cut them down! She once again raised her sword. The Witch lifted her glowing hands, ready for the attack.

…

While Kai and Rook kept the Red Witch busy outside, Helen snuck inside the manor. A quick blue shadow, nothing more than a flash in the corner of the eye.

Darkstar was still in his study. Standing in front of the broken window, a fist resting on the frame, his attention focussed out, peering across the grounds. The set of his shoulders was tight -tense. As if he were worried. Then again, this was Kevin Levin they were talking about. Darkstar was probably right to be worried. Even if he couldn't manage to turn Gwen back to them -which Helen seriously doubted he'd actually be able to do- Kevin was still a powerful adversary, persistent, and unpredictable. If he didn't get his wife back... Helen actually didn't know what he'd do.

But she didn't pause to think about that. Helen wasn't here to try and second-guess Kevin or talk herself into feeling sorry for Darkstar. Kai wanted to take advantage of the Osmosian's break-in. While Kevin was keeping the rest of the household distracted, they would sneak in and raid the Lampray's office.

Darkstar was one of the nine Rall'ya Vilgax had left to rule Earth in his place. His office would be the place to look if they wanted to get any real intel of significant substance and value.

Quick as blue lightening, Helen zipped up behind Darkstar and pushed him out the window before he even knew what hit him.

She waved to him with a smile when he glared up at the window to see what it was that had pushed him. But that was about all the time she wasted on taunting the Lampray. Helen had a job to do. Alone in the study now, she started ripping open drawers in the desk, pulling out files, data cards, e-readers. She would have taken the computer as well, but it was fixed to the desk and impossible to remove with out time and tools. She did, however, manage to rip out the hard-drive.

By that point, Darkstar had recovered from the shock of his fall and finding more rebels in his house and was shouting for someone called Igurax -a Chimera Sui Generis name. Helen dashed from the office, ready to meet back up with Rook and Kai.

Except that she crashed head-long into a great barrier of a being halfway down a stairs. A Chimera Sui Generis soldiers -presumably the 'Igurax' Darkstar had been shouting for- and right on his heels was a little girl. With Gwen's heart-shaped face and green eyes, crowned in Darkstar's golden hair -Lenette Morningstar. She was wearing a school PE uniform and looked like she had just been working out. Crescents of sweat peeked out from under her arms, and her cheeks were flushed from activity. But that was not the shocking thing.

As Helen stared at her -she had never seen the Witch's daughter up close before- the little girl transformed. Not like Darkstar transoms when he manages to absorb enough energy, going all golden and glowy with power. Instead, her skin shifted, changing form if not shape. Taydenite for her hair, stone for her face and arms. Below her shorts, Helen could see her legs turned to wood. In a matter of seconds, the girl's body had changed to a mingled form made of different kinds of matter. But that wasn't one of Darkstar's powers. That wasn't one of Gwen's powers either. That was an Osmosian power. It was an Osmosian mutated form. It was Kevin's form. Helen recognized it, he spent almost a year in that form when he was a teenager, and it was a bit hard to forget.

But if Lenette had one of Kevin's mutations, then that meant...

Helen didn't get to finish that thought. She was usually so fast, but the shock of the realization threw her off kilter and the Kinecelearan paused long enough for the girl in question to get in one good attack.

She didn't morph her arms into weapons. Lenette either didn't have that ability yet, or else wasn't trained in how to use it. But even a mundane fist hurt when it was made of stone. Helen staggered backwards from the impact, blinking at the girl.

But she couldn't afford to stand and gawk forever. She had what they needed from Darkstar's office, she needed to get out. Since the stairs heading down were blocked, she darted back up. Back to the office and out the window. Her momentum got Helen to the tree, and she slid down its trunk to a semi-soft landing. Then she was zooming across the grounds again.

Almost in the blink of an eye she was at the gap in the hedge where Kai and Rook were fighting the Witch. Helen didn't see Kevin anywhere in sight.

-And then it hit her.

Oh, god, Kevin! Did he even know? Of course he couldn't, they didn't even know -and they all told him that Lenette was Darkstar's child, not his. What must he think? Where was he? He should have gotten here before them. That was the whole reason Kai threw together this half-assed team and rushed over here. To take advantage of the distraction the Osmosian would create.

So, where was Kevin?

They didn't really have time or opportunity to worry about that now. The Osmosian could take care of himself. He was good at that. Right now, they had to get out of there. Helen paused just long enough to call to her comrades. "Guys, I got what we came here for. Lets go!"

Kai didn't take her eyes off the Witch to indicate that she heard, but she did give the other woman and death-glare, keeping her sword up as she began to back away. "This isn't over, Gwen."

Rook laid down cover fire with his proto-tool as he and Kai made their way back to the proto-TRUK. To both their relief, she let them get away.

Alone by the gap in the hedge, the Red Witch stepped over the still unconscious bodies of Albedo and Vulkanus to Kevin's vacant car, its door still hanging open. She sat in the driver's seat, feeling his fresh mana waft around her -so recent, alive, and strong. Kevin might not be a magic user, but his mana did always feel so strong -potent. Mana was the energy of life and Kevin E. Levin was a survivor.

The Witch rested her head on the steering wheel, willing herself not to cry as she told herself, "He's with the Dead."

…


	18. Episode XIII

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

 **Episode XIII**

"Yes..." She muttered almost robotically. Turning to face the Osmosian, she smiled an odd smile. Like she'd just found the answer to a question and in that answer was a strange kind of peace of mind. Her hands balled into fists, glowing with star sapphire light. Her eyes glowed with that same power. Her feet parted, widening her stance to give her a better center of balance. Manna swirled around Kevin. Trapping him in a sphere of pure power. " _I'll send you to join the Dead._ "

And in the final seconds before the spell snapped him out of existence, Kevin recognized exactly which spell it was.

…

The sky was red.

A mottled expanse of crimson, cherry, and fire truck, occasional interrupted by a swirling violet cloud, or a floating island of rock. Gravity always was a bit ambiguous here.

Kevin recognized where he was instantly. It wasn't Hell. It wasn't the afterlife. He'd been dead before and this wasn't that. The spell Gwen used on him, it wasn't a kill spell. It was a teleportation spell. She didn't kill him, she sent him away. To somewhere, where Vilgax's forces wouldn't think to look for him. To somewhere, where he wouldn't be considered a threat anymore.

The Null Void.

Gwen had teleported him directly into the Void.

Groaning, Kevin pushed himself up to a sitting position. Sighed. Slumped his shoulders and sat crosslegged on the dusty, purple-tinted ground. He'd been in worse places. Kevin certainly knew how to survive in the Null Void -he'd visited often enough. He'd also escaped often enough that Gwen would know that the Null Void wouldn't be able to hold him -permanently. It would take a bit of time and some resources that he didn't yet know how he was gonna get his hands on, but give it a couple months, and the Osmosian would be able to get out of the Null Void and back to rescuing his wife and her bastard daughter, reuniting with his son, and beating the ever loving shit out of Darkstar. Oh! And probably kicking Vilgax's forces off his world, too.

Maybe.

Altruism never really was important to Kevin. But keeping squid-faced aliens off his lawn... that was something the Osmosian might want to put some effort into.

Climbing to his feet, Kevin took stock of his surroundings, trying to get his bearings and remember any significant landmarks in the Void. Not that landmarks in the Null Void were all that permanent. The landscape tended to drift around a bit, and in inconsistent and unpredictable ways so that one desolate chunk of drifting rock looked like every other chunk of desolate drifting rock. Well, one direction was as good as any other direction. If he was lucky, Kevin would happen upon some version of shelter before the Way Bads came out. And if he was very, very lucky, said shelter would be one of the places where he and Argit hid caches of rations, supplies, and weapons. Kevin E. Levin knew how to survive the Null Void. That didn't mean it was easy for him or that he didn't need tools.

Getting a running start, Kevin leapt from the edge of the floating asteroid he was on, nearly missed his landing on the one he was aiming for, slipped, and hd to pull himself back up. With many groans and a few choice four letter words, The Osmosian dragged himself up onto the second asteroid enough to roll over and lay on his back.

"I really hate this fucking place." He informed the cherry and fuchsia sky.

Rolling over, the Osmosian pushed himself back to his feet and got back to finding some version of 'his way' in the ever shifting landscape of the Null Void.

About an hour into his journey, the drifting rocks and asteroid formations began to look familiar. Kevin was pretty sure he'd been to this part of the Null Void before. He just couldn't place when or where. Kevin seemed to vaguely remember being attacked in this area. That in and of itself was nothing special, this was the Null Void after all. Monster attacks were a semi-daily occurrence. Kevin also seemed to remember not being able to -or at least not very good at- defending himself. That meant that he had to be relatively young. Either newly escaped from Incarcercon or else still with the Rooters (the first time around).

 _'Ya know, the timeline of your life is very confusing._ ' Ben's voice informed him.

No sooner had the voice run through his head -or perhaps _because_ Ben's voice was back in his head and distracting him- the Osmosian was attacked.

It came at Kevin from the side. A Vulpimancer pounced on him mid-leap and tackled the Osmosian to the ground. One heavy paw on his back, holding him down while its muzzle came down around his neck. Instinctively, his defenses kicked in before the Osmosian made a conscious decision. His whole body covering itself in Taydenite. When the Vulpimancer's jaws closed around the Osmosian's invulnerable throat, its teeth shattered. The beast howled in pain and Kevin pushed it off him, climing back to his feet. Two others appeared, no doubt called by the first one's howl of distress.

There was something very surreal about this whole scenario. He seemed to remember running through the Void as a child and being attacked by a Vulpimancer. It was right after escaping Incarcercon. He was running away -just running- not clear direction, he didn't know where he was or where he was going. The Null Void was still relatively unfamiliar to him, and he wasn't quite as experienced or adept at defending himself. If he weren't saved...?

And as that bit of flashback rose to his recollection, there was the sound of a gunshot. It had been a decade since Kevin had been active in the weapons business, but he was pretty sure that it was the sound of a XI-1011 Tyrusian plasma rifle. Nice gun. Way to nice for any of the colonists that chose to immigrate to the Null Void willingly. Or the few Plumbers officers stationed in the Void to run the prisons and keep the inmates in line. But it was just the sort of thing Kevin would have imagined Servantis squirreled away, hidden his own little caches the Magistrata didn't know about and thus, were not taken away when she confiscated the Rooters base and all the equipment that went with it.

Sure enough, as soon as the first shot took out one of the Vulpimancers, two figures clad in black proto-tech armor suits and helmets obscuring their faces.

One took out the second Vulpimancer while the other turned to Kevin. Her voice coming through the vocoder of the helmet sounding anonymously robotic -impossible to tell if it was Swift, or some new token female member of the group. "Are you oka- _Holy crap! I thought you were dead!_ "

Kevin assumed a defensive stance. The last time he crossed paths with the Rooters, they had no parted on the best of terms. Exposing Servantis' conspiracy, having their rank and status revoked, their base and equipment confiscated, and condemned to remain in the Null Void can do that to a partnership. True, these two did just save him -not that he needed saving- but that was before they recognized who he was. There was no telling if the Osmosian had just exchanged three Vulpimancers -which he could have easily dealt with- for two Rooters -which he was not quite so confident about.

The one with the Tyrusian rifle joined the other two Rooters. Wearing the same black proto-tech armor with helmet obscuring his face. He stepped closer to Kevin, throwing the strap of the gun over his shoulder. So, maybe fighting wasn't on the agenda just yet. He peered through the visor of his helmet at the Osmosian, studying every detail of his Taydenite covered face.

"It looks like you..." He said. The vocoder making his voice sound almost indistinguishable from his female companion's. Then turned his attention to the rest of the asteroid around them. "There's no Taydenite here. How'd you absorb this?"

Yeah, like Kevin E. Levin was gonna tell his recent life story to one of Servantis' new pets. "Now, why the hell would I tell you that?"

"Because, if you really are Kevin Levin..." He reached up to unlock the seal on his helmet and pulled it from his head. Running at hand through short but messy helmet hair, of the same ginger-red shade as Gwen's, he looked the Osmosian right in the eyes when he finished. "...I'm you're brother-in-law and I thought you were dead."

"Ken!" Kevin breathed in disbelief, lowering the Taydenite armor.

The other two removed their helmets and revealed themselves to be Jimmy and Ester -two of the others that Vulkanus said Gwen had killed.

He gaped at them. "I thought you were dead."

"We thought _you_ were dead." Ken told him. "Since you're not, there's something I gotta ask..." and he punch the Osmosian dead-center of the face with his proto-tech armor clad fist. " _Why the hell haven't you rescued my sister yet!?_ You've had ten years. Why are you dragging your feet?"

Ester and Jimmy grabbed him, holding Ken back.

"Chill, dude." Jimmy said.

"He's here, so clearly, he _tried_ and Gwendolyn had to 'kill' him too." Ester reminded him. To Kevin she said, "We'll take you to the Wrench. He'll actually be really glad to see you."

Jimmy turned his focus to Ken before he let go. "Are you gonna be cool?"

"Yeah, man, I'm cool." He growled back.

They let him go. Kevin braced for the sudden but inevitable betrayal and a second punch from his brother-in-law. Ken didn't have any magical powers like his sister, or inexplicable alien technological accessories like his cousin did -the proto-tech armor and fancy gun didn't count, those were new- and Kevin was pretty sure he'd never been in a fight before in his life (except for that time they had to rescue him from the Highbreed, but that also shouldn't count). But, man, for a normal human with nothing special or remarkable about him -apart from the ginger hair- he could throw a pretty good punch.

But Ken didn't check his brother-in-law with a second sucker-punch. He did give the Osmosian the stink eye. But that was about it.

"Why _are_ we here?" The Osmosian asked.

"The Wrench can explain better than we can." Ester assured him.

"Who's the 'Wrench'?" Kevin continued to demand. "Why does that handle sound so familiar?"

…

They lead him to a very familiar cave. It was one of the places where he and Argit hid caches of equipment and supplies back during the old days. It had been hollowed out a bit more than Kevin remembered it being. Widened, with tunnels shooting off into the dark that the Osmosian was pretty sure weren't there before. Ken and his group -let by the mysterious 'Wrench'- had obviously done some excavation.

And it was obvious why.

Back when Kevin had used the cave, it was just himself and Argit. Two people -one of whom was only really the size of half a person. But upon entering the cave, Kevin saw that their group was much larger than just the trio that found him out in the wild Void. Kevin recognized Scout and Gunther the moment he entered what's he'd decided to loosely refer to as a 'Base'.

The Loboan ran up to them as soon as they entered and for a moment the Osmosian thought the lupine alien was going to hug him. He hadn't realized they were that close. But Scout brushed right past him, and nuzzled Ken's flame-colored hair instead. "You know I hate it when you go out. You don't have any powers."

"But I've got guns, and that's almost the same thing." Ken replied, then attempted to push the Loboan away. "Stop scent-marking me. You have no idea how hard it is to get alien canid slobber out of my hair."

Kevin raised an eyebrow. He didn't know Scout was gay. And the last he heard, Ken had been dating some acapella singer from NYADA. Then again, that was before the occupation. Who knew if said musical boyfriend was even still alive. Then again, again, even if he was alive, Ken was stuck in the Null Void, did said boyfriend even know Ken wasn't dead? The again, again, again, why did Kevin seem to care? He never had an opinion about who Gwen's brother dated before. And, hey! The Loboan hadn't reacted to him being alive!

 _'I don't care. I ship it!'_ The disembodied voice of Ben announced for Kevin's delusional hearing only. _'Besides, Loboan mate for life and Ken deserves to be happy.'_

The Osmosian cleared his throat and pretended he wasn't hearing voices. Or more accurately, wasn't going to start replying to said voice right in the middle of a group of people who knew him.

Gunther closed the distance between them and peered at him with scrutiny. "What's this? Looks like an Osmosian, but that can't be right because he's supposed to already be dead."

"We're all supposed to be Dead." Jimmy reminded her. "And you know..."

"Jones, I swear, if you quote that show one more time..." She glared at him dangerously.

He finished anyway. "... _What is dead may never die."_

Everyone groaned. Everyone. Kevin was pretty sure he heard people groaning all the way from down one of the tunnels. It was the exasperated sound of people who had been living together for far, far to long.

But because Kevin was also a notorious troll, and had been for more or less his whole life -and he actually watched the show Jimmy was quoting- he just dog piled on top of his hosts' exasperation. "But, kid, _Valar Morghulis. All men must die._ "

Everyone groaned again.

Except for Jimmy. He smiled. "See, Kevin gets it. He's know that _the night is dark and full of terrors_."

"Okay, okay, stop." Ken disentangled himself from Scout and stepped between the two nerds -well, the nerd and Kevin- before they could recite every arch word from all seven seasons of that show. "Congratulations, you both watched TV before the occupation." He grabbed Kevin by the arm and started pulling him away down a corridor. "But I should take this one to our leader. I'm sure Grandpa will be happy that he's alive."

"Wait, I thought you were taking me to see the Wrench." The Osmosian blurted out before Ken's his brain actually caught up with Ken's words.

'Grandpa'. Meaning Max. Max Tennyson! Of course! That was why the handle 'the Wrench' sounded so familiar. It was one of Max's handles! Max was alive! Kevin didn't know why he didn't put it together the moment he saw Ken out on the asteroid. If Gwen didn't really kill him, her brother, Ester, or Jimmy, then she sure as hell didn't kill her grandfather either. Max was still alive, and he was the leader of this rag-tag group of survivors that Gwen had supposedly 'killed'.

The Osmosian felt a tension leave him he didn't even know he was carrying. Gwen wasn't really evil. Gwen hadn't really betrayed them. He knew it. He always knew it. Just like she always knew that he wasn't really evil even when he was. Kevin never lost faith in her and his faith was rewarded.

Kevin was smiling when Ken dragged him into an all knew chamber that hadn't been in the cave before. The moment the Osmosian saw the old man, he crossed the space between them and hugged him. He had no idea he was so happy to see the old soldier until his face was buried in his shoulder, tears stinging his eyes.

"Sh, sh." Max soothed with a kind of paternal strength that just seemed to roll off the man so naturally. Max was probably the closest thing Kevin ever had to 'father figure'. Though the Osmosian was into his forties now, he reluctantly had to admit, that was something he still needed in his life. "I had no idea you were still alive too."

Max reached one arm up to stroke the younger man's hair in a tender, fatherly gesture. But Kevin pulled away at how _cold_ the hand felt.

He blinked at Max's robotic arm.

Something else Albedo and Vulkanus said suddenly clicked in his head, making a stomach churning amount of sense. "Nothing left but your arm..."

Max looked down at his own prosthetic arm and gave an almost sheepish smile. As if _he_ were apologizing for something. "I told her to make it look real." He said. "They had to believe it, and for them to believe it, there had to be blood."

Kevin found his throat had gone dry and he had to work some moisture back into it before he could croak out, "Why?"

With a sigh, Ken came to sit beside Kevin. He didn't even realize that he and Max had sunk to the floor until his brother-in-law was lowering himself to be on the same level as them.

"When my sister sent you here, did you get to see her?"

"Gwen? Of course!" Kevin blinked, not understanding the question. That was an absurd thing to ask. If Gwen was the one to send him here, then of course he saw her.

"No. Len." Ken corrected.

"Darkstar's daughter? No. I haven't seen her. Why?" The Osmosian looked confused, glancing for Ken, to Max.

Max was giving him this weird, almost pitying look. "Kevin..." He began slowly. "Lenette Evelyn isn't Darkstar's daughter..."

…


End file.
